CORPORATIONS - Oppression remedy - Oppressive or unfairly prejudicial conduct

Law360 Canada ( November 9, 2026, 9:38 AM EST) -- Appeal by appellants from order declaring that the affairs of H.N. Co. Enterprises Inc. (Company) had been conducted in a manner oppressive and unfairly prejudicial to Tassone and granting remedies under s. 227(3) of the Business Corporations Act. Henry incorporated the closely held family Company and, through an estate freeze, retained control while giving common shares to his children, James, Tassone and Kloosterman. After Henry suffered a stroke, James effectively controlled the Company. The petition judge found that Tassone’s reasonable expectations were breached by the failure to comply with the Business Corporations Act requirements for annual general meetings and an auditor, absent unanimous waivers; the undisclosed transfer of shares held by the Company to Danada Enterprises Ltd., which James controlled, without conflict approval or an accounting of profits; the sale of residential property to his son without an independent valuation; and, an arbitrary dividend that gave Tassone half the amount paid to each sibling. The judge found that the resulting prejudice to Tassone constituted oppression, ordered an audit and accounting and preserved the Company’s assets pending a remedies hearing. The appellants submitted that the Company’s history and Tassone’s acquiescence made the asserted expectations unreasonable, its share structure permitted unequal dividends, Tassone lacked credibility, James’ conduct should not be characterized as oppression, the judge prevented them from fully advancing their arguments and the costs order was premature. They otherwise did not challenge the remedies if the oppression finding stood....
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