Dismissal Of Oppression Claim: Implications For Minority Shareholders

On November 28th, the Quebec Court of Appeal upheld a decision rendered by the Superior Court¹ regarding a petition for oppression remedies². The applicant and appellant, Olivier Girard, challenged the dissolution of the company 9286-9593 Québec Inc. and the subsequent sale of his shares. However, the Court of Appeal, maintaining the Superior Court's decision, refused to grant the oppression remedy, thus confirming the validity of the company's dissolution and the share sale.

Summary of Facts

In 2013, Olivier Girard, the applicant, along with Jean-René Larose, Martin Lavictoire, and Pascal Cyr, the respondents, formed a consulting engineering firm, 9286-9593 Québec Inc. (hereinafter "the company"). They were all directors of the company and decided to divide the share capital equally, 25% per person. Their business structure was rather informal; they did not bother to enter into a unanimous shareholders' agreement.