2023 QCCA 191, 2023 QCCA 191

Cucuzzella c. Sprigg 2023 QCCA 191 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF QUEBEC No.: 500-09-030388-235 ( 500-11-053567-174 ) MINUTES OF HEARING DATE: February 9, 2023 THE HONOURABLE CHRISTINE BAUDOUIN, J.A. APPLICANTS COUNSELS George Cucuzzella FRANCIS CUCUZELLA GOLDMIND INVESTEMENTS INC. Mtre Jean-Philipe Sheppard M tre Xavier MOREMBA ( Robinson Sheppard Shapiro ) Absents UNIDISC MUSIC INC. Mtre FRANCESCO CALANDRIELLO ( Cucciniello Calandriello Avocats ) Absent RESPONDENTS COUNSELS Jeff Sprigg ANTHONY REBELO VISIUAL ENTERTAINEMENT INC.

Mtre carol kaljajo m tre CAMILLE SAVARD ( Gattuso Bouchard Mazzone ) Absent DESCRIPTION: Application for leave to appeal from a judgment rendered in the course of the proceeding on December 29 2022 by the Honourable Michel A. Pinsonnault of the Superior Court , District of Montreal . (Article 31 C.P.P.) Clerk at the hearing : Ariane Simard-Trudel Courtroom: RC-18 HEARING

Continuation of the hearing held on February 9, 2023. The parties were excused from appearing in Court. BY THE JUDGE : Judgement – see page 3. Ariane Simard-Trudel, Clerk at the hearing JUDGMENT [ 1 ] In a judgment rendered in the course of the proceeding on December 29, 2022, the Superior Court (the Honourable Mr.

Justice Michel Pinsonnault) [1] made a series of orders in connection with an oppression remedy which was instituted by the respondents under the Business Corporations Act [2] and in which they alleged that soon after the arrival of Goldmind Investments Inc. as a shareholder in their corporation, they were subjected to oppressive conduct by the appellants, who, moreover, unjustly enriched themselves at the respondents’ expense and detriment. [3] [ 2 ] The appellants first seek leave to appeal from the judgment and, in particular, the conclusion that renews an already existing safeguard order until judgment is rendered on the merits or until the Superior Court makes a new order (paragraph 96 of the judgment under appeal).

If leave is granted, they also ask for a stay of certain conclusions in the judgment under appeal (paragraphs 94, 95, 98 and 100), which pertain to the completion of the financial expert report ordered by the Superior Court in this file. [ 3 ] Leave to appeal a safeguard order is governed by art. 31 para. 2 C.C.P. , whose conditions are cumulative and must be applied stringently, given the discretionary, temporary and reviewable nature of such an order. [4] Applicants must prove that the judgment determines part of the dispute or causes them irremediable injury.

Furthermore, the proposed appeal must serve the interests of justice (art. 9 C.C.P. ) in that it raises an issue meriting the attention of the Court, has a reasonable chance of success and is consistent with the guiding principles of procedure (arts. 17 and ff. C.C.P. ). [ 4 ] In light of the foregoing, leave to appeal will only be granted on an exceptional basis.

The standard of review in safeguard matters is very high in that only clear errors of law or palpable and overriding errors of fact may give rise to a review. [5] [ 5 ] I am of the view that the application for leave to appeal must be dismissed. [ 6 ] First, the appellants have not made a prima facie case establishing a weakness in the judgment at first instance. The judge rendered an extensively reasoned decision that sets out the particular circumstances of the present matter, including inexplicable delays in readying the case for trial, and shows that the judgment under appeal is but the most recent

chapter in a series of safeguard orders made and renewed by several Superior Court judges. [ 7 ] The judge clearly explained why, after having performed his own analysis, he decided to renew the existing safeguard order, stating that, without it, it is obvious that the appellants would exercise the shotgun clause provided for in the shareholders’ agreement, which would inevitably lead to the loss of the corporation the respondents themselves had founded, because the latter do not have the financial means to address that situation.

This would also allow the appellants to put an end to the case at bar without having to proceed on the merits and thereby avoid having the allegations of oppression be considered by a court. [ 8 ] Moreover, I believe that neither the interests of justice nor the sound administration of justice argues in favour of granting leave to appeal.

In my view, the appeal does not raise an issue meriting the attention of the Court and has no reasonable chance of success, particularly because the appellants are essentially making the same arguments they previously pleaded before the judge of first instance in the hopes of obtaining a different result. FOR THESE REASONS, THE UNDERSIGNED: [ 9 ] DISMISSES the application for leave to appeal, with legal costs; [ 10 ] The other conclusions sought in the application are moot. CHRISTINE BAUDOUIN, J.A.