Key Issues & Ruling

• Standing of Perkins Property Investments Ltd (PPIL):

  • PPIL failed to prove shareholder status, citing conflicting evidence where it previously described its role as a lender.
  • Its claim for oppression relief was dismissed.

• Just Biofiber Corp (JBC) Claim Dismissed:

  • JBC provided no evidence from its principal shareholder, Mac Radford, regarding reasonable expectations or harm.
  • Courts require direct evidence from complainants in oppression claims.

• Undervalue Transactions Not Proven:

  • Applicants alleged that a 2021 licensing agreement, a 2023 universal licensing agreement (ULA), and a share-purchase agreement were undervalued.
  • The court found no sufficient valuation evidence, expert assessments, or contextual proof to support claims of undervalue transactions.

• No Proof of Specific Harm:

  • The court ruled that oppression claims require individual harm, not just general shareholder grievances.

• Other Rulings:

  • No adverse inference was drawn from missing disclosures.
  • Certain corporate correspondence was deemed privileged.
  • No Mareva injunction or attachment order was granted, as oppression was not established.

Conclusion

• The oppression application was dismissed.
• The court did not award damages but granted costs to the Respondents. The specific amount has not been determined yet.