Legal Blog

Oppression

1007374 Alberta Ltd v. Ruggieri 2015 Alta C.A.

After trial, the creditor obtained judgment against a corporation. When it attempted to enforce the judgment, it learned that the corporation reverted to its numbered company designation 3 days before the trial, granted a GSA of $500,000 in favour of the sole owner immediately after the trial, and started providing services through another corporation owned by the same individual.

The trial judge held that the individual attempted to creditor proof the corporation to avoid payment of the judgment debt and that they were fraudulent conveyances, oppression, unjust enrichment, and an unlawful conspiracy. The Court of Appeal focused solely on oppression. It held that the corporation’s conduct was unfairly prejudicial to and unfairly disregarded the interests of the reasonable expectations of the creditor. These expectations were that the corporation would not convey away exigible assets for no consideration and the understandings and expectations that the corporation had created and encouraged in the creditor. The Court also agreed that punitive damages of $100,000 were reasonable.