Oppression Claim For Pre-shareholder Conduct Against Directors And Officers Allowed To Stand

The Rules of Civil Procedure permit a court to strike a claim on the grounds that it discloses no reasonable cause of action. In general, the Court applies a "plain and obvious" test on such a motion.

In corporate law, shareholders of a corporation can bring a claim for oppression against other shareholders and directors and officers of a corporation. But the law can be technical and sometimes it is unclear whether a plaintiff falls within the category of a complainant who can bring an oppression action or whether the directors and officers of a corporation are proper defendants.

On a motion to dismiss a plaintiff's oppression claim against directors and officers of a corporation on the grounds that the claim disclosed no reasonable cause of action, the Court, in Ninth Square Capital Corp. v. Boyes, 2021 ONSC 3878, was required to explore these issues.