Desormeaux v. Oloko, 2026 ONSC 162

CITATION: Desormeaux v. Oloko, 2026 ONSC 162

COURT FILE NO.: CV-24-97922

DATE: 2026/01/21

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

Christophe Desormeaux

Applicant

– and –

Subair Abayomi Oloko

Respondent

Brendan D. Peters and Sohaib M. Habib, Counsel for the Applicant

Self-Represented

HEARD: November 26, 2025

AMENDED REASONS FOR DECISION

The text of the original Reasons for Decision dated January 12, 2026, was amended

on January 21, 2026, and the description of the amendment is appended.

R. SMITH J.

1The Applicant Christophe Desormeaux (“Desormeaux”) has brought an application seeking:

[a] leave to commence a derivative action in the name of, and on behalf of 11368621 Canada Inc. (the “Company”) against Subair Abayomi Oloko (“Oloko”);

[b] an order to file the draft statement of claim; and

[c] an order requiring the Company to pay the Applicant’s reasonable legal fees.

2Desormeaux and Oloko are the only directors of the company and each hold 46.6% of the class A (nonvoting) shares. Desormeaux and Oloko each hold 50% of the voting class B shares. The parties also entered into a shareholders agreement dated December 1, 2023.

3The Company as installed 14 Bitcoin Automated Teller Machines (“ATM’s”) in convenience stores primarily in the Ottawa area.

4Desormeaux alleges that Oloko improperly took $2,000 from the Company’s account to pay personal expenses without authorization. Oloko doesn’t deny taking the funds for his personal use and claims that he was owed back pay. Desormeaux also alleges that Oloko has failed to meet the Company’s reasonable expectations with regards to his performance and behaviour as an employee and director and officer of the Company.

5Desormeaux issued a “Notice of Dispute” on May 9, 2024, to which Oloko has not responded. Desormeaux then served Oloko on June 14, 2024, with a notice of intention to bring a derivative action, which was approved by all of the other shareholders of the Company.

Analysis

6The test for leave to commence a derivative action is set out in s. 239 of the Canadian Business Corporations Act (“CBCA”) R.S.C. 1985, c C-44. Following three conditions must be met:

[a] the Complainant has given notice to the directors of his intention to apply for leave, not less than 14 days before bringing the Application;

[b] the Complainant is acting in good faith; and

[c] bringing the derivative action is in the interests of the corporation.

7Desormeaux has provided his notice of intention to apply for leave on June 14, 2024, complying with the timeline set out in section 239 of the CBCA.

8The test for good faith is whether the derivative action is brought primarily for the purpose of pursuing a claim on behalf of the company.

9The test of good faith has both a subjective and an objective element. The subjective element is whether the Applicant believes that the proposed derivative action has merit, and that it is not motivated by self-interest or a “private vendetta”. The court must also consider whether, objectively viewed, the action is not frivolous or vexatious.

10Desormeaux has a strong subjective belief that the derivative action has merit and has been brought to recover losses suffered by the Company, including through Oloko’s negligence, breach of fiduciary duty and breach of contract.

11Desormeaux and Oloko have been involved in a heated dispute, but Desormeaux states in his affidavit that his actions are not a personal vendetta, and his actions are supported by the other shareholders of the Company.

12Based on the evidence presented, I’m satisfied that Desormeaux has met the subjective and objective elements for the test of good faith. Oloko opposes the application but is not presented evidence against the allegations made by Desormeaux.

13Desormeaux has presented an arguable case for all to meet. The Company is effectively in gridlock and without the relief sought, the Company will go bankrupt. The relief sought justifies the cost and inconvenience incurred.

14Section 241 (d) of the CBCA allows a court to order that the corporation pay the reasonable legal fees for the derivative action. The ultimate determination of the legal fees will be decided once the action has been heard.

Disposition

15Order to go as follows:

[a] the Applicant is granted leave to commence a derivative action;

[b] the Company shall pay the Applicant’s reasonable legal fees related to the derivative action until the matter is finally decided when the action is heard, where the costs shall be determined; and

[c] costs of this Application shall be determined when the action is finally decided by the court.

Date: January 21, 2026

The Honourable Justice Robert Smith

APPENDIX

The citation previously stated:

CITATION: Desormeaux v. Oloka 2026 ONSC 162

The citation now reads as follows:

CITATION: Desormeaux v. Oloko, 2026 ONSC 162

Paragraph [3] previously stated:

3The Company as installed 14 Bitcoim Automated Teller Machines (“ATM’s”) in convenience stores primarily in the Ottawa area.

Paragraph [3] now reads as follows:

3The Company has installed 14 Bitcoin Automated Teller Machines (“ATM’s”) in convenience stores primarily in the Ottawa area.

Paragraph [4] previously stated:

4Desormeaux alleges that Oloko improperly took $2,000 from the Company’s account to pay personal expenses without authorization. Oloko doesn’t deny taking the funds for his personal use and claims that he was owed back pay. The also alleges that Oloko has failed to meet the Company’s reasonable expectations with regards to his performance and behaviour as an employee and director and officer of the Company.

Paragraph [4] now reads as:

4Desormeaux alleges that Oloko improperly took $2,000 from the Company’s account to pay personal expenses without authorization. Oloko doesn’t deny taking the funds for his personal use and claims that he was owed back pay. Desormeaux also alleges that Oloko has failed to meet the Company’s reasonable expectations with regards to his performance and behaviour as an employee and director and officer of the Company.

Paragraph [7] previously stated:

7D has provided his notice of intention to apply for leave on June 14, 2024, complying with the timeline set out in section 239 of the CBCA.

Paragraph [7] now reads as follows:

7Desormeaux has provided his notice of intention to apply for leave on June 14, 2024, complying with the timeline set out in section 239 of the CBCA.

Paragraph [11] previously stated:

11Desormeaux and Oloko have been involved in a heated dispute, but Desormeaux states in his affidavit that his actions are not a personal vendetta, and his actions are supported by the other directors of the Company.

Paragraph [11] now reads as follows:

11Desormeaux and Oloko have been involved in a heated dispute, but Desormeaux states in his affidavit that his actions are not a personal vendetta, and his actions are supported by the other shareholders of the Company.