You started the company together. Maybe it was a handshake, maybe a one-page agreement someone found online. At first, it worked. Then something shifted — a disagreement, a buyout offer you wanted and they didn’t. Now your access to company information has been removed, you’ve been taken off payroll, and the “management fees” your partner pays themselves have quietly replaced the dividends you used to split. You still own your shares. They’re just worth nothing to you while you’re frozen out.
Yes, you can do something. The law calls it the oppression remedy, and it exists for exactly this situation.
What oppression actually means
Under section 248 of Ontario’s Business Corporations Act (and section 241 of the Canada Business Corporations Act), a court can step in when the people running a corporation act in a way that is oppressive, unfairly prejudicial, or that unfairly disregards the interests of a shareholder, director, or officer. The remedy is deliberately broad — a judge can order the majority to buy you out at fair value, pay you compensation, reverse a transaction, replace directors, or in extreme cases wind the company up entirely.
The key word is unfairly. Being outvoted isn’t oppression — that’s just how corporations work. Oppression is when the majority uses its control in a way that defeats what you were reasonably entitled to expect.
“Reasonable expectations” is the whole ballgame
This is the part most litigants get wrong. The Supreme Court of Canada, in BCE Inc. v. 1976 Debentureholders (“BCE”), made clear that oppression turns on the shareholder’s reasonable expectations — not just the strict legal rights printed on your share certificate, but what was actually promised, understood, and relied on between the parties.
That’s powerful and dangerous in equal measure. Powerful, because it means a court can protect the deal you actually struck even if nobody wrote it down properly. Dangerous, because when there’s nothing in writing, a judge is left interpreting your expectations years later from emails, conduct, and conflicting testimony — an expensive, unpredictable, and bitter process, usually fought between people who used to be business partners.
After a judge evaluates what the reasonable expectations of the parties were, the next step is determining whether those expectations were violated by conduct that was oppressive, unfairly prejudicial or unfairly disregarding. But what constitutes oppressive conduct? The Supreme Court of Canada in BCE defined oppressive conduct as “burdensome, harsh or wrongful,” a “visible departure from standards of fair dealing” and an “abuse of power.”
Being outvoted isn’t oppression. Oppression is when the majority uses its control to defeat what you were reasonably entitled to expect.
The takeaway
If you’re being squeezed out, the oppression remedy can protect your interests — talk to a litigator before your leverage erodes further. If you’re not in a dispute but you built your company on a handshake or a template, that’s the moment to fix it, while everyone still gets along and the agreement is a formality rather than a battleground.
We’ve spent a decade litigating these freeze-outs. We know exactly where they start — and the agreement that stops them.