The applicant, a common shareholder in a family-owned real estate holding corporation, brought an application seeking dissent rights regarding the sale of corporate assets, an oppression remedy, and the appointment of a liquidator.
The court found that the applicant's dissent rights under the Business Corporations Act had been validly waived by a Unanimous Shareholders Agreement that granted the mother sole discretion to sell assets.
The oppression claim was dismissed as the applicant failed to establish a reasonable expectation of participation or any unfair prejudice.
However, the court ordered the appointment of an independent liquidator to wind up the corporation, finding that the current directors lacked the necessary expertise to manage the complex tax and legal implications of the liquidation.
