Manav Singhla

In two consolidated construction lien actions, both parties brought motions regarding procedural steps.

The plaintiff sought to amend a prior order to prevent the defendants from advancing new claims for deficiencies in their Scott schedules without leave, arguing the defendants failed to properly particularize their counterclaim.

The court granted the plaintiff's motion, finding the defendants had sufficient time to define their counterclaim.

The court also ordered the plaintiff to provide particulars of its damages claim within 30 days, but dismissed the defendants' request for further productions.

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.

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.