Jeffery S. Leon

Following an earlier decision requiring certain respondents to purchase the applicant’s shares in a corporation for $4.25 million, the court determined the appropriate costs award.

The applicant had served a Rule 49 offer to settle that was lower than the judgment amount and sought substantial indemnity costs from the date of the offer.

The court considered the extensive litigation history, overlapping issues involving two related corporate interests, and the respondents’ conduct that complicated document production and valuation.

Applying the Rule 57.01 factors and recognizing the respondents’ obstructive conduct, the court fixed substantial indemnity costs for fees and taxes and allowed claimed disbursements and expert valuation expenses in full.

The applicant brought an oppression application against her father and brother, alleging they conducted the family business in an oppressive manner.

The applicant was secretly removed as a director of the corporation, denied financial information, and pressured to sell her shares at a dictated price.

The court found the respondents' conduct was abusive, coercive, and unfairly disregarded the applicant's reasonable expectations as a shareholder and director.

The court ordered the respondents to purchase the applicant's shares at a fair value of $4.25 million, declining to apply a minority discount.

The applicant brought a motion for directions regarding the procedure for an oppression-related application involving disputes over family-owned corporations.

The applicant sought to sever and proceed first with issues concerning ownership and valuation of shares in one corporation, arguing that those issues were discrete and could be resolved without delay.

The respondents argued the matters were intertwined and that the entire proceeding should be converted to an action and proceed to trial.

The court held that it was premature to determine whether the issues could ultimately be severed or whether a trial would be required, and that the applicant should be permitted to proceed with the proposed application hearing limited to the corporate issues identified.

The parties were directed to establish a timetable for hearing the application issues.