When pursuing legal remedies for shareholder or partnership disputes in Ontario, the choice of forum depends on the nature of the dispute and the amount in controversy.

Small Claims Court: Monetary claims up to $50,000. Examples include:

• Unpaid partner loans

• Damages for breach of a buy-sell clause

• Simple breaches of contract

Procedure: Simpler, faster, and more cost-effective

Limitations: Cannot grant complex equitable remedies such as declarations, injunctions, or dissolution orders.

Superior Court of Justice: Unlimited monetary claims (starting above $50,000) and equitable remedies. Examples:

• Oppression remedy under the OBCA or CBCA

• Injunctions against competing partners or directors

• Dissolution and winding-up orders

Procedure: Formal and often protracted; advisable where legal complexity or high financial stakes are involved

Shareholder disputes can emerge in corporations of any size and often stem from differences in management strategy, allocation of profits, breach of shareholder agreements, or unequal treatment of minority shareholders. These disputes may involve:

• Breach of Shareholder Agreement

• Oppression of Minority Shareholders

• Improper or Withheld Dividend Payments

• Disputes over Corporate Governance

• Misuse of Corporate Funds/Assets or Conflicts of Interest

• Conflicts During Buy-Sell Transactions

• Deadlocks Between 50/50 Shareholders

• Valuation & Buyout Disputes Upon Exit

The Ontario Business Corporations Act and the Canada Business Corporations Act provide a robust framework to address these disputes. Chief among them is the oppression remedy, which grants a court the authority to intervene when the actions of a corporation or its directors are oppressive, unfairly prejudicial, or unfairly disregard the interests of shareholders or other stakeholders.

If oppression is proven, courts have wide discretion to fashion appropriate remedies, including:

• Ordering share buyouts at fair market value

• Rectifying corporate records

• Appointing or removing directors

• Dissolving or winding up the corporation in extreme cases

We advocate for strategic solutions that protect shareholder value while minimizing reputational and financial fallout.

In Ontario, business partnerships are governed by the Partnership Act, which applies when no formal agreement is in place. However, even where there is a written agreement, disputes can arise that impact day-to-day operations and long-term viability. Common partnership disputes include:

• Breach of fiduciary duties (loyalty, good faith, and fairness)

• Disputes over profit-sharing or partner compensation

• Valuation disagreements upon exit or dissolution

• Misuse of partnership assets or opportunities

• Deadlocks in decision-making

• Competing business interests or violations of non-compete clauses

A well-drafted Partnership Agreement is critical. It should outline:

• Roles and responsibilities

• Capital contributions

• Dispute resolution mechanisms

• Exit strategies

• Intellectual property ownership

• Procedures for dissolution

• Valuation & Buyout Disputes Upon Exit

Where no agreement exists, partners are exposed to statutory default rules—many of which may not reflect their intentions or protect their interests. We assist clients in drafting, enforcing and challenging partnership agreements, as well as litigating disputes where necessary. Common partnership disputes may involve:

• Dissolution of Partnerships and Joint Ventures

• Misuse of Funds or Conflicts of Interest

• Breach of Fiduciary Duty

• Profit Sharing & Compensation Disputes

• Management & Control Conflicts

• Unauthorized Use of Partnership Assets

• Exit, Retirement, or Death of a Partner

• Formation of Competing Businesses

We take a strategic, evidence-driven approach to enforce your rights and protect your stake in the business.