Law:

Section:

Company--- ----Corporate Directors--- Oppressive conduct--- Personal liability---Principles---Criteria governing imposition of personal liability on corporate Directors---When a complainant moved the court for holding a corporate Director personally liable for his oppressive conduct, the court had broad discretion to "make any interim or final order it thinks fit" [section 241(3) of the Canada Business Corporations Act, R.S.C. 1985, c. C-44]---Said remedy was an equitable remedy that sought to ensure fairness and it gave the court broad, equitable jurisdiction to enforce not just what was legal but what was fair---Courts considering claims for oppression should engage in fact-specific, contextual inquiries looking at business realities, not merely narrow legalities---Determining the personal liability of Director [under section 241(3)] required a two-pronged approach---First, the oppressive conduct (of the director) must be properly attributable to the Director because of his or her implication in the oppression; and second, the imposition of personal liability must be fit in all the circumstances---Four general principles should guide courts in fashioning a fit remedy against the oppressive conduct of the Director [under S. 241(3)]---First, the oppression remedy request must in itself be a fair way of dealing with the situation---Holding a Director personally liable may be fair where he or she had derived a personal benefit in the form of either an immediate financial advantage or increased control of the corporation, breached a personal duty or misused corporate power, or where a remedy against the corporation would unduly prejudice other security holders---Said factors merely represented indicia of fairness---Presence of a personal benefit and bad faith remained hallmarks of conduct attracting personal liability, but like the other indicia, they did not constitute necessary conditions---Fairness principle was ultimately unamenable to formulaic exposition and must be assessed in light of all the circumstances of a particular case---Second, any order should go no further than necessary to rectify the oppression---Third, any order may serve only to vindicate…