Michael Van Bodegom

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.

Following the dismissal of the applicants' motion and application challenging the issuance of building permits, the respondent municipality and its Chief Building Officer sought costs.

The applicants argued for a mixed result and that parties should bear their own costs, but the court found the respondents were successful on the majority of issues.

Applying the principles of indemnity and reasonable expectations, the court fixed costs payable by the applicants to the respondents at $30,000.

The applicants brought an application seeking a declaration that building permits issued for a neighbouring townhouse development did not comply with a zoning by-law restricting development to one storey.

The applicants also brought a motion to amend their application to include an appeal under the Building Code Act and to stay construction.

The court dismissed the motion to amend, finding that the applicants failed to appeal the permits within the statutory 20-day period and did not provide reasonable grounds for an extension.

The request for a stay of construction was also dismissed as the applicants failed to meet the test for an interlocutory injunction.

However, the court granted an order requiring the town to enforce a settlement agreement restricting the use of adjacent municipally-owned lands.