The applicants, beneficiaries of "lost shareholders" of York Downs Golf and Country Club, sought orders to be registered as shareholders and receive distributions after their shares were cancelled under a court-approved plan of arrangement.
They argued the arrangement was unfair/unreasonable under s. 182 OBCA or oppressive under s. 248 OBCA, as they had insufficient time to validate their claims after being located late in the process.
The court dismissed the applications, holding that the prior court approval of the arrangement as fair and reasonable was res judicata and that the arrangement appropriately balanced stakeholder interests.
The court also found no oppression, as the applicants had no reasonable expectation beyond complying with the arrangement's terms, and York Downs had made commercially reasonable efforts to locate shareholders and facilitate claims.
