A minority shareholder appealed from a Divisional Court order directing that an oppression application proceed to trial, arguing that a deceased shareholder reasonably expected the corporation to use life insurance proceeds to buy out the holding company's shares on death.
The Court of Appeal held that the application record was sufficient to resolve the matter and that the alleged expectation was inconsistent with the parties' joint investment structure, draft shareholders’ agreements, and evidence of the shareholder compact.
The court dismissed the oppression claim, allowed the corporation's cross-appeal, and held that a related holding company appeal should succeed on the basis that the surviving business associate had ostensible authority to bind the deceased shareholder's holding company.
The court also ordered severance of the jointly held share block so each holding company would own one-half.
