John J. Chapman

The applicant brought an application within an ongoing oppression remedy proceeding seeking repayment of a shareholder loan.

The applicant sought to impose enterprise liability on related companies and personal liability on the estate of his former business partner.

The court found that the former partner had engaged in oppressive conduct by diverting corporate funds for personal benefit, defeating the applicant's reasonable expectations.

The court held the estate personally liable for the immediate repayment of $2,421,300 of the shareholder loan, but declined to impose enterprise liability on the related companies or personal liability on the estate trustee.

The Plaintiff/Creditor, Ramzi Alharayeri, sought to enforce a Quebec judgment against the Defendant/Debtor, Andrus Wilson, in Ontario.

After obtaining an Ontario judgment, Alharayeri served a notice of garnishment on Wi2Wi Corporation, as Wilson was the beneficiary of an indemnity from Wi2Wi.

Wi2Wi resisted the garnishment, advancing six arguments: (a) the Canada Business Corporations Act prohibited indemnity in the circumstances, (b) the indemnity language did not cover Wilson's situation, (c) Alharayeri's claim was not a garnishable "debt," (d) liability should be apportioned between Wilson and Wi2Wi, (e) the garnishment was an abuse of process, and (f) the claim was barred by the Limitations Act.

The court rejected all of Wi2Wi's arguments, finding that the CBCA did not prohibit indemnity as there was no finding of bad faith or dishonesty against Wilson, the indemnity language covered Wilson's situation, the claim was a garnishable debt, apportionment was not necessary given Wi2Wi's prior conduct in the Quebec litigation, there was no abuse of process, and the Limitations Act did not bar the claim as the indemnity was only triggered upon a final, non-appealable judgment.

The court granted Alharayeri's motion, ordering Wi2Wi to pay the judgment amount.

Following the dismissal of the plaintiffs' oppression action in a family-owned business shareholder dispute, the successful defendants sought partial indemnity costs of $333,872.

The plaintiffs argued the defendants' counsel spent excessive hours and suggested a costs award of $267,098.

The court found the defendants' costs were high but acknowledged the significant resources required to defend the litigation.

Applying the principle that costs must be fair and reasonable for the unsuccessful party to pay, the court fixed costs at $275,000 and declined the defendants' request to deduct the award from the plaintiffs' future dividend payments.

The plaintiff, a minority shareholder in a closely held family business, sought an oppression remedy under s. 248 of the Ontario Business Corporations Act, requesting a court-ordered sale of her shares to her brothers and the corporate entity.

She argued that the defendants' refusal to purchase her shares, coupled with a lack of a third-party market and irreconcilable differences, constituted oppressive conduct, and also challenged the corporation's dividend policy.

The court dismissed the action, finding that the plaintiff did not have a reasonable expectation of liquidity for her shares, as the shareholders' agreement did not mandate a buyout and her minority interest inherently had limited liquidity.

The court also found no unfairness in the dividend policy, noting the brothers' active roles and separate shareholdings.

The oppression remedy was not designed to provide an exit strategy for a minority shareholder in the absence of actual oppressive or unfair conduct.

Following a successful motion striking a punitive damages claim in a proposed securities class proceeding, the defendants sought partial indemnity costs of approximately $43,000.

The plaintiff argued that no costs should be awarded because the motion raised a novel point of law concerning the availability of punitive damages under Part XXIII.1 of the Securities Act.

The court accepted that the issue was legally novel and reasonably contested, noting that existing case law did not clearly resolve the question.

Exercising its discretion, the court held that fairness justified departing from the usual costs rule.

No order as to costs was made.

The plaintiffs brought a proposed class action against the directors, officers, and advisors of a Delaware-incorporated company for alleged misrepresentations and failures to disclose under Part XXIII.1 of the Securities Act.

The defendants brought motions to strike the claim for punitive damages, strike the claim against a former director for failing to disclose a reasonable cause of action, and stay the action against the foreign financial advisors on jurisdictional grounds.

The court granted all motions, striking the punitive damages claim as inconsistent with the statutory scheme, striking the claim against the former director without leave to amend, and permanently staying the action against the foreign advisors as the court lacked jurisdiction simpliciter.