Mark Edward Day

The appellants sought a stay pending appeal from an order striking their statement of defence for non-compliance with documentary disclosure obligations and a prior peremptory order.

The motion judge held the proposed appeal was weak, found no irreparable harm, and concluded the balance of convenience and justice of the case favoured refusal of a stay.

The applicants sought the winding up of two Ontario corporations (NewCo), which were equally owned by three holding companies engaged in real estate development.

The corporations were governed by a shareholder agreement requiring unanimous consent for fundamental changes and providing for dispute resolution through a Casting Voter.

The parties became deadlocked over multiple issues including the appointment of corporate counsel, the appointment of a Casting Voter, and various property development decisions.

The court found that the parties' rights, expectations, and obligations to work cooperatively had not been fulfilled, that the dispute resolution process was inoperable, and that the relationship had broken down irreparably.

The court ordered the winding up of the corporations, appointed a Sales Officer and corporate counsel, and awarded costs to the applicants.