Ontario Civil


Behaviour was not so serious as to justify winding up of company

Parties were all family and extended family members. Parties were shareholders of numbered company that was incorporated in 1990 to enable acquisition of investment property by original investors. Applicants were majority shareholders of company. Since 2003, relations among parties began to become more difficult as regards operation of business and other matters. Applicants alleged that they had now been precluded from obtaining any information about business, that respondent individual had failed to disclose financial and other information about operation of business, had failed to call shareholders meetings since 2006, had obtained and used pre-signed blank cheques from applicant, had misused them and had misappropriated funds. Applicants sought orders, including removal of respondent individual as director, repayment by respondent individual of misappropriated funds, full disclosure of all financial and corporate books and records, accounting of all finances of company, and winding up of company with sale or court imposed buy-sell process. Application allowed in part. Evidence did not support applicants’ assertions that their reasonable expectations were violated by conduct falling within terms oppression, unfair prejudice or unfair disregard of relevant interests. While court was satisfied that that there had been disaccord, mistrust and some unco-operative and unbusiness-like behavior on parts of various shareholders, it was not of view, that such behaviour was so oppressive, unfairly prejudicial or so serious as to justify winding up of company. However, there was to be full disclosure of all business records, financial statements, banking records from all banks used by company from 2008 to present, within 30 days. Thereafter, shareholders meeting was to be held on annual basis.

Papais v. Moretto (Mar. 27, 2014, Ont. S.C.J., Carole J. Brown J., File No. CV-13-480434) 239 A.C.W.S. (3d) 639.

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