Our Work

John Adair and David Ionis successfully represented two individual respondents in a contested oppression application brought under section 248 of Ontario's Business Corporations Act on the Commercial List of the Ontario Superior Court of Justice.

The applicant, a foreign-held investment vehicle, alleged wide-ranging oppressive conduct by the respondents in connection with a series of related-party transactions involving a medical technology company developing a cancer-detection product. The claims included allegations of concealed conflicts of interest, self-dealing, improper exclusion from corporate governance, and a request for personal liability against the individual respondents — together with punitive damages.

The Court dismissed the oppression claims in their entirety, finding that the applicant knew or ought to have known of the overlapping corporate interests it alleged had been concealed, and that there was no evidence of deceit, dishonesty, or ill-intent rising to the level required to establish oppression. The Court also rejected the claim for personal liability against the individual respondents. The result was a complete vindication for our clients on all contested issues.