Summary

Keywords

Commercial law — Corporations — Oppression remedy — Must an assessment of whether shareholder expectations are reasonable take into account a shareholder’s minority status? — When can the conduct of shareholders support a claim for oppression? — What is the standard of review applicable to oppression findings?

Summary

Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.

The respondent Casa Margarita Enterprises Ltd. (“Casa”) is a minority shareholder in the applicant company Huntly Investments Limited (“Huntly”), which is controlled by the personal applicants. Casa’s shares are owned by the estate of an individual who passed away in 2016. When Huntly refused to purchase Casa’s shares in order for the estate administrator to wind up that estate, Casa brought an action in oppression under s. 227, and, in the alternative under s. 324, of the Business Corporations Act, S.B.C. 2002, c. 57, seeking to have Casa’s shares purchased by other shareholders.

The Supreme Court of British Columbia granted Casa’s claim in oppression. It found that Huntly’s affairs were conducted in a manner oppressive and unfairly prejudicial to Casa and ordered some of the applicants to purchase Casa’s shares.

The British Columbia Court of Appeal unanimously dismissed the applicants’ appeal save to vary the order to remove Huntly as a potential purchaser of the shares of Casa.

Lower Court Rulings