What is the reasonable expectations test in an Ontario oppression remedy claim?
The reasonable expectations test is the central question in an Ontario oppression claim: did the shareholder have a reasonable expectation about how the corporation would be run or how they would be treated, and was that expectation breached by the conduct being complained of? This isn't about what the shareholder personally hoped for - it's an objective inquiry into what a reasonable person in the shareholder's position would have expected, based on the actual history and relationships involved.
Courts look at a range of evidence to establish these expectations: the corporation's constating documents and any shareholder agreement, the general commercial practice in similar closely held corporations, prior dealings and course of conduct between the parties, and specific representations made when the shareholder invested or joined the business. Expectations are especially significant in small, closely held corporations where shareholders often relied on informal understandings rather than detailed written agreements - a family business run more like a partnership, for example, can create different reasonable expectations than a large public company would. Because this test is so fact-driven, gathering evidence of what was actually said and understood at key points is usually the most important part of building or defending an oppression claim.
Key takeaways
- The test asks whether a reasonable person in the shareholder's position would have expected certain treatment, not just what they personally hoped for.
- Courts consider corporate documents, shareholder agreements, commercial practice, and the parties' actual course of dealing.
- Informal understandings carry real weight in closely held corporations, especially family businesses.
- Evidence of what was said and understood at key moments is usually central to proving or defending the claim.