The case OneMove Capital Corporation v. Dye & Durham Limited (2024 ONSC 5114) involves a shareholder dispute between OneMove Capital Corporation (OneMove) and Dye & Durham Limited. Below is a summary of the key points:

• Parties: OneMove, a significant shareholder of Dye & Durham, sought to remove and replace a director from the board using a proposal under section 99 of the Ontario Business Corporations Act (OBCA). Dye & Durham opposed this and countered with a breach of contract claim.

• Main Issues:

  1. Shareholder Proposal to Remove a Director: OneMove filed a proposal to remove its nominee, Mr. Prittie, from the board. The court ruled that section 99 of the OBCA cannot be used to remove directors, which requires a special meeting under section 105.
  2. Breach of the Investor Rights Agreement (IRA): Dye & Durham argued that OneMove's actions violated their 2020 Investor Rights Agreement. The court found no express prohibition in the IRA against OneMove requesting the removal of its nominee.
  3. Business-Related Grievance: OneMove’s dissatisfaction with Prittie was not deemed personal but related to broader governance concerns at Dye & Durham.

• Conclusion:

  • OneMove’s proposal under section 99 was denied, but the company did not demonstrate that the proposal was motivated by personal grievances.
  • The alleged breaches of the IRA were found speculative, with no immediate need for declaratory relief.

• Costs: No costs were awarded, as both sides had divided success.