Summary

Keywords

Commercial law — Corporations — Civil procedure — Case management — Court of Appeal dismissing applicant’s application for leave to appeal from order of motion judge for parties to arrange for a case conference — Whether the Court of Appeal erred in its application of the test for granting leave to appeal — Whether the Court of Appeal erred in finding that the motion judge’s order was a final order and therefore appealable as of right — Whether corporate directors may circumvent their fiduciary duties in circumstances of corporate “deadlocks” to personally seize on an opportunity to the detriment of the corporation without consequence? — Where a court order exists mandating parties to co-manage a corporation pending the litigation of a corporate dispute, is it a breach of order for a director to deliberately and secretly appropriate the assets of the corporation for the benefit of a new corporation? — In the case of family businesses where two spouses are equal share partners in a corporation, what are the fiduciary duties of each spouse upon breakdown of the relationship, and how does this affect claims of oppression?

Summary

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The parties married in 2016 and separated in 2019. They were also directors and 50 per cent shareholders of BCO Group Inc., a company that operated a private members’ spa in Ottawa. The degree of animosity between the parties was high and each alleged that the other had misappropriated funds from the company. Mr. Roppovalente brought an oppression application under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (“CBCA”). He also brought a motion, claiming that the respondent had breached her fiduciary duties as a director of BCO by unilaterally causing BCO to lose its right to extend its business lease and by entering into a new lease for the same premises. He sought an order imposing a constructive trust on the new lease for the benefit of BCO. He also sought an order that Ms. Danis was in contempt of an interim order. The applicant’s motion was dismissed. The court ordered the parties to jointly arrange for a case conference. The applicant’s application for leave to appeal was dismissed.

Lower Court Rulings