Can a director be held personally liable in an oppression remedy claim in Ontario?
Yes. While oppression claims are often thought of as being against "the corporation," Ontario's Business Corporations Act allows a court to make an order against directors, officers, or other individuals personally if they were responsible for, or directed, the oppressive conduct - not just against the corporate entity itself. This matters practically because a corporation with limited assets might not be able to satisfy a remedy on its own, and it also directly addresses situations where an individual director or controlling shareholder, rather than the corporation as a whole, is really the one who caused the unfairness.
Personal liability under the oppression remedy generally requires the individual to have played a genuine, active role in the conduct being complained of - simply being a director of a corporation that acted oppressively isn't automatically enough on its own. Courts look at what that specific individual actually did, directed, or knowingly permitted. Because personal exposure changes the stakes significantly for the individuals involved, it's often a central strategic issue in how an oppression claim is framed and who is actually named as a respondent.
Key takeaways
- Directors, officers, and controlling individuals can be personally liable under Ontario's oppression remedy, not just the corporation.
- This matters when the corporation lacks assets to satisfy a remedy, or when an individual directed the unfair conduct.
- Personal liability generally requires the individual's own active involvement, not mere status as a director.
- Naming individuals personally is often a key strategic decision in how an oppression claim is structured.