Two related appeals arose from disputes in a closely held corporation after the death of one member of a jointly held shareholder block.
The court held that the minority shareholder failed to prove a reasonable expectation, within the shareholders' compact, that corporate life insurance proceeds would be used to buy out its interest on death; the oppression claim was therefore dismissed without the need for a trial.
The court further held that the surviving joint investor had ostensible authority to bind the deceased shareholder's holding company to a post-death shareholders' agreement and a special shareholder loan arrangement.
Because a deadlock had developed in the management of the jointly held shares, the joint block was severed so that each holding company became the sole owner of half.
