The plaintiff and defendants were friends who entered into a real estate joint venture through a corporation.
The plaintiff provided the financing, while the defendants were to manage the property.
After one defendant defaulted and was removed, the remaining defendant, acting as sole director, breached his fiduciary duties by hiding corporate income, falsifying records, and paying himself exorbitant property management fees against the plaintiff's objections.
The court found the defendant's conduct oppressive, determined the parties' respective shareholdings based on funds advanced, ordered the repayment of excess management fees, and imposed a shotgun buy/sell mechanism to effect a corporate divorce.
