The applicants sought declarations under s. 248 of the Ontario Business Corporations Act that the moving party beneficially owned 50% of the shares of a corporation formed in connection with a logistics business restructuring and that a shareholder loan of approximately $2.8 million was owed.
The respondents denied that any binding agreement or partnership existed and asserted that payments made were loans.
The court found overwhelming objective evidence that the parties had agreed to a 50/50 partnership and share ownership arrangement, including communications, conduct toward third parties, and treatment of a $3.5 million invoice representing the value of services contributed to the restructuring.
The court concluded that the respondent’s subsequent exclusion of the applicant from corporate management was oppressive.
As a remedy, the court ordered a buyout of the applicant’s 50% interest at fair value to be determined through an independent valuation process and confirmed the existence of the shareholder loan.
