The case involves a joint venture agreement between Matter Corp. and Southside, each owning 50% of commercial real estate in London, Ontario.
Matter Corp. seeks an interlocutory injunction to enforce its rights as a co-owner, including notice, consultation, and approval for new developments, capital commitments, and borrowing decisions. Southside has been unilaterally making these decisions, particularly since the death of Matter Corp.'s principal in 2020.
Key Issues:
Southside's unilateral management of the joint venture, including committing funds to capital improvements and future development without Matter Corp.’s consultation.
Matter Corp.'s claims for breach of contract and oppression, particularly regarding the lack of disclosure and consultation for $47 million in commitments and upcoming development plans.
Court Orders:
Granted an injunction requiring consultation and disclosure regarding new development projects and existing financial records.
Denied the injunction for working capital commitments and borrowing without Matter Corp.'s consent.
Rationale:
The court found that Matter Corp. has a strong prima facie case regarding its entitlement to advance notice and consultation under the 2012 agreement, but not for working capital or borrowing.
