Leggat v. Jennings, 2014 ONCA 754

ENDORSEMENT

1The sale process ordered by the court was in response to the need for both sides to deal with the pressure from the bank that it would force the sale of the dealerships if it was not paid out. They submitted the matter to the court as part of the oppression remedy claim. The court accepted the respondent’s position that for sale purposes the two corporations being sold could no longer be parties to the litigation. He had the power to include that provision as part of the sale process order.

2The parties made it clear in their affidavits that their intent in agreeing to a sale process was that it would not affect or prejudice anyone in the litigation. The appellant now says there are tax reasons why any damages for oppression must be paid to and flowed through the corporation and not directly to the plaintiffs. They acknowledge, however, that the practical effect of the relevant tax consequences can be achieved by expert calculation without actually flowing any payment of damages through a party corporation. It was clearly the intent both of the parties and of the motion judge that there be no effective prejudice to the litigant by this order.

3The appellant also raises with the court a third party claim that has arisen against Peninsula after the order appealed from. In our view, the parties can deal with the practical efficacies of that claim as part of trial management. It does not affect the judges’ decision that for the purposes of the sale, the two corporations should no longer be parties to the main action.

4The appeal is therefore dismissed with costs fixed at $10,000 inclusive of disbursements and HST.