Nobul Technologies Inc. brought a motion for a prospective order to restrain a former director, Michael Cappuccitti, from contravening a non-disparagement provision by communicating with shareholders.
Cappuccitti had sent emails to shareholders attaching his statement of claim in a separate action against Nobul, after Nobul refused to circulate it, despite having circulated its own statement of claim against Cappuccitti.
The court found that Cappuccitti's email was not disparaging, noting it was a cover note to circulate a statement of claim with a clear caveat that allegations were unproven.
The court emphasized shareholders' right to communicate and questioned Nobul's "clean hands" in seeking the injunction.
The motion was dismissed as there was no serious issue to be tried regarding a breach of the non-disparagement clause.