Appellate Quarterly 01/18/2024 ' Key Takeaways

• Published date: 12 February 2024
• Subject Matter: Corporate/Commercial Law, Litigation, Mediation & Arbitration, Corporate and Company Law, Contracts and Commercial Law, Class Actions, Shareholders
• Law Firm: McCarthy Tétrault LLP
• Author: Canadian Appeals Monitor, Isabelle Vendette, Patrick Williams, Richard Lizius, Brandon Kain, Adam Dobkin and Kosta Kalogiros

Appellate Quarterly 01/18/2024 – Key Takeaways

On January 18, 2024, McCarthy Tétrault's National Appellate Litigation Group hosted our Appellate Quarterly webinar, featuring five recent appeals that may impact the Canadian business community. Partners Kosta Kalogiros, Isabelle Vendette, Patrick Williams, Richard Lizius, and Brandon Kain discussed these recent appellate developments, as well as future developments to watch in their respective jurisdictions.

Here are some of the key takeaways:

1. The oppression remedy and analysis of reasonable expectations

In Pereira v. TYLT Technologies Inc. (TYLTGO), 2023 ONCA 682, a founder of a small company entered an agreement for further investment funding which stipulated that should he be terminated, his company had the right, should it wish, to buy his unvested shares for cents on the dollar. The founder claimed he was orally assured these terms were just to instill confidence in prospective investors, and that roles or corporate structure would not change. However, he was terminated, and his unvested shares were bought, so he applied for oppression remedies. The application judge held that the founder's expectations were not reasonable. The Court of Appeal overturned that decision, converted the application to a trial, and remitted the matter. Without addressing the merits, the Court of Appeal held that it was an error to decide the issue without due regard for the context: a founder of a small company might reasonably expect to remain an officer/director/shareholder at least until his shares vested, unless his continued role was not in the company's best interests. The application judge ought to have considered the fairness of the...