Majority shareholders of a family-owned corporation sought relief under ss. 207 and 248 of the Ontario Business Corporations Act, alleging oppression, lack of disclosure, and misappropriation of corporate funds by another director.
They requested removal of the director, repayment of funds, corporate disclosure, and winding up of the corporation.
The court held that although the parties’ expectations of participation and disclosure were reasonable, the evidence did not establish conduct amounting to oppression, unfair prejudice, or unfair disregard within the meaning of the OBCA.
The court found that the dysfunction arose from mutual mistrust and uncooperative conduct among several shareholders rather than wrongful conduct by a single party.
The application to wind up the corporation was dismissed, but the court issued directions requiring financial disclosure, shareholder meetings, repayment of certain legal fees, and restoration of the prior officer and director status quo.
