2293611 Ontario Inc. v Jsegal Holdings Limited, 2016 ONSC 7577

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Successfully represented respondent in appeal from arbitration award dismissing a claim to rectify a unanimous shareholders’ agreement (“USA”). In this mandate, the parties to a USA did not agree on the interpretation and application of a right of first offer (“ROFO”) provision. The claimant exercised the ROFO, following which our client (the respondent) exercised a partial take-up right in accordance with the terms of the USA. The claimant took the position that our client did not have a partial take-up right, and later took the position that the USA was drafted in error and should be rectified. That claim was dismissed at an arbitration. The claimant unsuccessfully appealed to a single judge of the Superior Court of Justice. The claimant then unsuccessfully sought leave to appeal to the Ontario Court of Appeal.