S. Hosseini

The applicant shareholders sought an oppression remedy and a court-ordered shareholder meeting, arguing that the company's Special Quorum Requirement for electing directors was invalid and oppressive.

The requirement mandated a 50% quorum, which had not been met for 15 years, preventing the election of directors.

The court dismissed the application, finding that the board complied with its legal obligations, the quorum requirement was publicly known and approved by shareholders, and the applicants had not attempted to use statutory tools like requisitioning a meeting or soliciting dissident proxies.

The court declined to order a meeting under s. 106 of the OBCA, as it was not impracticable for the shareholders to call one themselves.

In the context of competing applications arising from a disputed annual general meeting, the parties brought motions to compel answers to questions refused during cross-examinations.

The court held that an applicant could not withdraw a statement in his affidavit referencing legal advice and that the statement constituted a waiver of solicitor-client privilege, requiring him to answer questions about the advice.

The court also ordered an expert witness to produce draft reports and communications with counsel, finding that tendering the expert waived litigation privilege over those materials.

Other requests for production and answers were dismissed for lack of relevance.