The plaintiffs, selling shareholders in a family-owned group of companies, brought an action against the non-selling shareholders, the companies' lawyers, and accountants.
They alleged breach of fiduciary duty, oppression, and knowing assistance arising from a share redemption transaction.
The plaintiffs claimed the defendants failed to disclose material information regarding the potential sale of a core asset to a third party at a higher value.
The court dismissed the action, finding that the share redemption was a product of self-interested negotiations where both sides had independent advice.
No ad hoc fiduciary duty was owed by the non-selling shareholders, lawyers, or accountants to the plaintiffs, and the plaintiffs' expectations were not reasonable under the oppression remedy.
