Court File and Parties

COURT FILE NO.: CV-12-450525

DATE: 20130204

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: CHRIS MARSHALL, Applicant

AND:

MMV FINANCIAL INC., Respondent

BEFORE: T. McEwen J.

COUNSEL:
Chris Marshall, in person as self-represented

Daniel Chitiz, for the Respondent

HEARD: January 29, 2013

ENDORSEMENT

[1] The applicant brings his motion seeking reconsideration and a variance of my Order dated June 21, 2012. In that decision I ordered that the respondent deliver to the applicant its Shareholder Agreement in redacted form deleting the list of shareholders contained in Schedule “A”. It is now clear that in addition to the shareholders’ names, Schedule “A” also includes information concerning the type and number of shares owned by the shareholders. The applicant now argues that this additional information is critical for valuing the respondent’s shares. He submits this information allows a reader to conduct an essential analysis with respect to the power dynamics in a corporation. Accordingly, it would be of value to the applicant to have all of the information, including the shareholders’ identities which I previously denied.

[2] The respondent opposes the motion, raising a number of arguments.

[3] In my view, the only argument that I need deal with involves the significance of the additional information noted above concerning the nature of the shares that I was not aware of at the hearing of the original application.

[4] The parties agreed that I could review Schedule “A” in coming to my determination as to whether the motion ought to be granted. Having heard the submissions of the parties and having reviewed Schedule “A”, it does not change my view that it is reasonable to allow the respondent to redact Schedule “A” which would include redacting the names of the shareholders and now the share information noted above. Had I been aware of this information at the hearing of the application I would have ordered that it be redacted, at that time, for the same reason that I allowed the shareholders’ names to be redacted; namely, that the respondent is a private company, it is critical to the company that the information remain confidential, and that the information should be of no or little relevance to the applicant.

[5] I do not accept the applicant’s argument that the information with respect to the shares in Schedule “A” is of any real significance to him. When the application was first brought, the applicant framed the “central issue” as to whether it would be oppressive for the respondent to have him sign a false declaration contained in the Assumption Agreement. I remedied this in my decision.

[6] Nowhere in the application did the applicant place any emphasis on the fact that it was important to him to have the information concerning share ownership as well as the number and class of shares owned by each shareholder. Furthermore, I simply do not accept the applicant’s argument that the information concerning the shares in Schedule “A” is of any real significance to him. He failed to make any compelling argument in this regard and there is nothing in the materials to support this submission other than a bald allegation.

[7] In my view, the applicant is essentially trying to re-litigate the original application. This is evidenced by his submissions that I should now, in addition to releasing the information concerning the shares, also release the names of the shareholders despite my earlier ruling to the contrary. The applicant continues to raise issues and arguments that have already been dealt with in my decision of June 21, 2012.

[8] For the reasons above, I therefore dismiss the applicant’s motion. The applicant also sought to have me order the respondent to update certain share information. This was not included in the notice of motion and I decline to do so.

[9] After hearing costs submissions and reviewing the costs outlines, I order that the applicant pay the respondent its costs of the motion in the amount of $5,000 plus HST for fees, and disbursements of $80.13.

[10] Lastly, I had seized myself of this matter in order to provide the parties with some assistance with respect to the logistics of producing documentation and thereafter allowing Mr. Marshall to exercise his options should he deem fit. This is no longer necessary and I am no longer seized of the matter.

T. McEwen J.

Date: February 4, 2013