SUPREME COURT OF NOVA SCOTIA
Citation: Giffin v. Soontiens, 2011 NSSC 403
Date: 20110119
Docket: Hfx No. 292594
Registry: Halifax
Between:
Gordon Giffin Plaintiff
and
Nicole Soontiens, Ilona MacAlpine, XL Electric
Limited, a body corporate, Huntec Limited, a body
corporate, and CNCA Holdings Limited,
a body corporate Defendants
LIBRARY HEADING
Judge: The Honourable Justice Gerald R. P. Moir
Heard: January 18, 2011
Subject: Shareholder Oppression; shareholder agreement, underlying oral agreement, parol evidence rule, exclusive agreement clause
Summary: Mr. Giffin signed a shareholder agreement that included an exclusive agreement clause. In a shareholder oppression proceeding, he sought to prove the oral discussions, and the resulting understandings, that preceded the agreement.
Issues: Whether the parol evidence rule, or an exclusive agreement clause, preclude proof of oral discussions and the underlying understanding or agreement?
Result: Oppression remedies supersede contract. An unambiguous shareholder agreement may be powerful evidence against the existence, or reasonableness, of an expectation asserted by a minority shareholder in an oppression case, but it cannot be determinative.
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