Oppression or Derivative? Greater Clarity Through the Requirement for Direct Harm

Abstract

In this article, the author seeks to discern the limits of the broadly scoped oppression action. The author first discusses the oppression and derivative actions and their purposes, and then argues that the oppression provision does not embrace derivative harm. Using the recent Supreme Court of Canada decision in Brunette, the author reinforces the requirement of direct injury distinct from that suffered by the corporation, when bringing a personal action. The author then examines case law in pursuit of clarity about what constitutes direct harm and whether it is difficult to demonstrate. The author concludes by recommending that the Supreme Court clarify the distinction between oppression and derivative actions by integrating the direct harm requirement into the test for oppression.