CORPORATIONS - Liability of shareholders - Oppression of the minority - Liquidation and dissolution

Law360 Canada ( July 21, 2026, 9:40 AM EDT) -- Appeal by appellants of a liquidation order and cross-appeal by petitioners of the dismissal of the oppression claim. This matter arose from orders of a petition concerning Golden Spigot Pub Ltd. (company) and its ownership of the Six Mile Pub. The company was founded by Wong and Ng as what was effectively intended to operate as a partnership between them. After Ng withdrew from active involvement and later died, his estate wished to realize the value of the shares held through Eddy Ng Management Services Ltd., but the appellants were only prepared to purchase them at amounts tied largely to the original investment rather than the increased value of the business. The petitioners alleged oppression based on the manner in which the company was operated, including the absence of dividends, shareholder meetings, audited financial statements, and any meaningful role for Ng’s side in management. In the alternative, they sought liquidation and dissolution on the basis that it was just and equitable to do so. The judge dismissed the oppression claim, finding no breach of any reasonable expectations, but concluded that the company was formed and conducted on a partnership-like basis and that the breakdown of trust and confidence supporting that relationship justified relief under s. 324 of the Business Corporations Act (Act). He therefore ordered liquidation and dissolution, subject to a period for negotiation. On appeal, the appellants argued that liquidation was unjustified, time-barred, unsupported by any breakdown in mutual trust, and more drastic than necessary....
LexisNexis® Research Solutions

Related Sections