Case information

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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.

Evidence – Civil procedure – Judicial admission – Amendment – Correction of judgment – Respondent making oppression claim under Canada Business Corporations Act, R.S.C. 1985, c. C 44 – Applicant, his only fellow shareholder, agreeing to purchase his shares – Trial judge setting value of shares at $369,900 but filing corrected judgment two days later reducing value to zero – Court of Appeal setting aside both judgments and valuing shares at $428,571.43 – Whether Court of Appeal erred in finding that pleadings drawn up by applicant contained judicial admission concerning value of shares – Whether Court of Appeal breached rules of procedural fairness by considering argument based on presence of judicial admission in pleading before pleading amended without opposition from opposing party, who at time was not represented by lawyer – Whether Court of Appeal was justified in establishing value of shares on basis of respondent’s legitimate expectations – Whether Quebec courts have same power to correct judgments as courts in common law jurisdictions.

The respondent Mr. Li established the companies in question in 2007 with Ming Li. He owned 58% of the capital stock and Ming Li owned 42%. On March 28, 2010, Mr. Li acquired Ming Li’s shares for $399,000 and then sold the applicant, Mr. Wang, 55% of the companies’ shares for $660,000. An agreement signed the month before provided that Mr. Li was to serve as manager and business and operations officer and that Mr. Wang was the president and finance and accounting officer. The relationship between the two quickly deteriorated. On February 18, 2011, Mr. Li filed an oppression claim under s. 241 of the Canada Business Corporations Act, R.S.C. 1985, c. C 44. He wanted Mr. Wang to redeem his shares for $560,000, and he sought about $880,000 in damages and lost wages. In a cross demand, Mr. Wang claimed $250,000 in moral damages.

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