Taylor et al. v. London Guarantee Insurance Co. et al., [2000] O.T.C. 281 (SupCt)

• Judge: Day, J.
• Court: Superior Court of Justice of Ontario (Canada)
• Case Date: April 26, 2000
• Jurisdiction: Ontario
• Citations: [2000] O.T.C. 281 (SupCt)

Taylor v. London Guarantee, [2000] O.T.C. 281 (SupCt)

MLB headnote and full text

Temp. Cite: [2000] O.T.C. TBEd. MY.016

Robert Taylor, George Petropoulos, John Garner, Michael George, Susan Fyfe, Darryll McDonald, Bernard Prevost, John Emory, Michael Kaptein, Mark Knudsen and M. Anthony O'Brien (applicants) v. London Guarantee Insurance Company, 3112675 Canada Limited, 3207692 Canada Limited and London Insurance Group Inc. (respondents)

(Court File No. 99-CL-3561)

Indexed As: Taylor et al. v. London Guarantee Insurance Co. et al.

Court of Ontario

Superior Court of Justice

Day, J.

April 26, 2000.

Summary:

The plaintiffs alleged that during the negotiation of the terms of a shareholders' agreement that they were orally promised a minimum guarantee of 21.5% equity interest in a proposed company. The resulting shareholders' agreement signed by the plaintiffs failed to include such a minimum guarantee. The plaintiffs alleged that the denial of the equity interest, inter alia, constituted oppression and they applied for relief under the Canada Business Corporations Act.

The Ontario Superior Court dismissed the application. The court stated that the applicants cannot expect to have the same rights that they would have had if the alleged guarantee had been included in the shareholder' agreement.

Company Law - Topic 2170

Shareholders - Shareholders' rights - To rectify oppressive or unfairly prejudicial act -See paragraphs 5 to 27.

Company Law - Topic 9781

Actions against corporations and directors - Action for oppressive conduct - When available - See paragraphs 5 to 27.

Cases Noticed:

Ferguson v. Imax Systems Corp. (1983), 43 O.R.(2d) 128 (C.A.), refd to. [para. 3].

Naneff v. Con-Crete Holdings Ltd. (1995), 85 O.A.C. 29; 23 O.R.(3d) 481 (C.A.), refd to. [paras. 3, 28].

Pente Investment Management Ltd. et al. v. Schneider Corp. (1998), 113 O.A.C. 253; 42 O.R.(3d) 177 (C.A.), refd to. [para. 3].

Kempf v. Fraser, [1999] O.T.C. Uned. 463 (Gen. Div.), refd to. [para. 28].

Dashney v. McKinlay (1996), 6 O.T.C. 53; 30 B.L.R.(2d) 211 (Gen. Div.), refd to. [para. 28].

Counsel:

Alan J. Lenczner, Q.C., and Nina Bombier, for the applicants;

Kent E. Thomson and Alexandra S. Clark, for the respondents, London Guarantee Insurance Co. and 3112675 Canada Ltd.;

Nigel Campbell and Jane Caskey, for the respondents 3207692 Canada Ltd. and London Insurance Group Inc.

This case was heard on January 27 and 28, 2000, by Day, J., of the Ontario Superior Court, who released the following decision on April 26, 2000.

Please note: The following judgment has not been edited.