Shareholders sought an order requiring the appointment of an auditor and the production of audited financial statements for certain fiscal years under the Ontario Business Corporations Act.
The applicants argued that a limitation period had not expired for the claim relating to audited financial statements for the 2011 fiscal year.
The court accepted that the limitation period for the 2011 claim had not expired but held that the application sought the appointment of an auditor rather than merely delivery of statements.
Because shareholders were aware by the statutory annual meeting deadlines that auditors had not been appointed, the limitation period for those claims began running in 2010 and 2011 and expired before the application was commenced in 2014.
The endorsement was revised only to clarify the limitation analysis, and the claims remained barred.
