The appellants appealed an application judge's order granting an oppression remedy to the minority shareholder respondents.
The application judge found that the majority shareholder's exercise of a drag-along right to force the sale of the respondents' shares was oppressive because the sale price was below fair market value, and ordered a valuation.
The Divisional Court allowed the appeal in part, holding that while the application judge did not err in finding a reasonable expectation that the drag-along right required a sale at fair market value, he erred in concluding the sale was below fair market value without evidence.
The court varied the order to make the valuation an interim step before determining if oppression occurred.
