Background:
Farms and Families of North America Inc. (FNA) and AgraCity Crop & Nutrition Ltd. were closely connected businesses. FNA sold memberships granting farmers access to discounted agricultural products sold by AgraCity. James Mann (FNA’s sole shareholder) and Jason Mann (equal shareholder in AgraCity) disputed governance, pricing, and financial arrangements. FNA claimed exclusive control over pricing and sought to increase membership fees, while AgraCity opposed unilateral changes.

Legal Issues and Rulings:

1. Membership Fees Control: FNA claimed exclusive control over pricing, lists, and databases. The court rejected this, noting pricing had been a joint decision between FNA and AgraCity.
2. Membership Injunctions: The court upheld both injunctions. The First Membership Injunction set fees at $500 and required AgraCity to sell only to FNA members. The Second Membership Injunction required FNA to process memberships sold by AgraCity and prohibited contradictory communications to customers.
3. Oppression and Fiduciary Duty: The court found no evidence of oppressive behavior or fiduciary breaches, concluding the injunctions fairly preserved business operations.

Costs Awarded:
The court awarded costs to AgraCity and Jason Mann under Column 3 of the Tariff of Costs, including additional costs for opposing FNA’s new evidence applications. Financial terms were not specified.

Key Findings:
The court found no legal errors in the Chambers judge’s rulings, which preserved the status quo. FNA’s appeals were dismissed due to insufficient evidence and procedural shortcomings.