The appellant, a former director and executive, appealed a trial judgment that set aside his employment contract using the oppression remedy under s. 241 of the Canada Business Corporations Act.
The appellant argued the oppression remedy should only be available to minority shareholders unable to use normal corporate machinery, and that the trial judge improperly substituted her view for the Board's business judgment.
The Court of Appeal dismissed the appeal, holding that the oppression remedy addresses abuse of power and is not limited to minority shareholders.
The Court also upheld the trial judge's finding that the Board's process in approving the contract was seriously flawed and fell outside the range of reasonableness.
Leave to appeal the costs award was also refused despite the respondents failing to prove fraud, given the appellant's egregious conduct.
