Zarei v. Association of Families of Flight PS752
Mehrzad Zarei
Law Firm / Organization
Gardiner Miller Arnold LLP
Lawyer(s)

Mark H. Arnold

Association of Families of Flight PS752 Victims
Law Firm / Organization
Miller Thomson LLP
Lawyer(s)

Eric Sherkin

Overview:
This case involved Mehrzad Zarei, a member of the Association of Families of Flight PS752 Victims (the Association), who sought an oppression remedy under the Canada Not-for-Profit Corporations Act (CNCA). The dispute centered on allegations that the Association failed to adhere to its stated purposes and governance obligations.

Legal Arguments/Issues:

  1. Oppression Remedy:
    Zarei alleged that the Association’s refusal to provide financial support to members and to fund his legal enforcement efforts against Iran violated his reasonable expectations under the CNCA.
  2. Document Disclosure:
    He claimed the Association improperly withheld financial records and a membership list.
  3. Mismanagement Allegations:
    Zarei accused the Board of partisan activities, misuse of funds, and failure to fulfill its democratic and governance obligations.

Court Decision:
Justice Papageorgiou dismissed the application, holding that:

  • The Association acted within the business judgment rule, and its interpretation of its purposes was reasonable.
  • Zarei’s claims of oppression and governance violations lacked evidence.
  • The Association’s refusal to disclose the member registry was lawful, given privacy concerns and credible fears of reprisal against members.

Costs:
The court awarded no damages or costs at the time of judgment but permitted both parties to submit cost arguments within five days.

Outcome:
The court upheld the Association’s decisions, emphasizing its compliance with statutory obligations and democratic processes.

Superior Court of Justice - Ontario
CV-23-00696147
Corporate & commercial law
Respondent