Court of Appeal

Judge:

The Court (The Honourable Justices Fichaud, Saunders and Farrar)

Appeal Heard:

April 3, 2018, in Halifax, Nova Scotia

Subject:

Corporate law.  Oppression remedy.  Interlocutory relief.  Companies Act, R.S.N.S. 1989, c. 81, s. 5 of the Third Schedule.

Summary:

The appellants and respondents are in a shareholders’ dispute over the operation and control of Sensio Inc., a company they own indirectly through their own companies.  The respondents filed an application seeking an oppression remedy and subsequently moved for interlocutory relief.  Justice Frank Edwards ordered the interlocutory relief.  The appellants sought leave to appeal, and, if granted, to appeal the order of Justice Edwards.  The Notice of Appeal questioned the necessity and extent of the relief granted.

Issues:

Did the judge err in granting relief or in providing interlocutory relief or in providing relief that was not necessary to address the matters in issue between the parties?

Result:

Leave to appeal granted and the appeal is allowed in part with costs to the respondents in the amount of $5,000, inclusive of disbursements.

With the exception of one clause in the order, the trial judge did not err in granting interim relief, nor did he go too far in granting relief that was not necessary to address the matters in issue between the parties.

The exception is clause (t) of the order which required Mr. Lavy to provide collateral personal guarantees necessary to secure any requisite interim finance for Sensio.  The clause was not requested in the relief sought by the respondents, nor was it addressed in the pre- or post-hearing memorandum.  As a result, it was an error for the trial judge to include it in his order.  Clause (t) should be deleted from the interim order.