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Litigation

What remedies are available if a shareholder breaches a unanimous shareholder agreement in Ontario?

TSL Written by the Treadstone Law team· Updated August 2026

A unanimous shareholder agreement (USA) is a contract, so a breach of it is generally handled through ordinary contract remedies: damages to compensate for the loss the breach caused, and in appropriate cases, specific performance or an injunction to actually enforce a particular term - for example, forcing compliance with a right of first refusal, a shotgun clause, or a restriction on transferring shares to an outsider. Because these agreements often govern control and exit rights that are hard to value in money alone, injunctive relief is sought more often here than in many ordinary commercial disputes.

Many well-drafted shareholder agreements also include their own dispute resolution mechanism - mandatory mediation or arbitration, a valuation process for a forced buyout, or a specific procedure for breach - and courts will generally expect that process to be followed rather than going straight to litigation, unless the agreement doesn't cover the situation or urgent interim relief is needed. A breach of a shareholder agreement can also sometimes overlap with an oppression claim if the same conduct is unfair to you as a shareholder more broadly, so both angles are worth considering together rather than treating them as mutually exclusive.

Key takeaways

  • A shareholder agreement breach is generally addressed through contract remedies: damages, or injunctive relief for specific terms like transfer restrictions.
  • Injunctions are used relatively often here because control and exit rights are hard to value in money alone.
  • Many agreements include their own dispute resolution process, which courts generally expect to be followed first.
  • The same conduct can sometimes support both a contract claim and a separate oppression claim.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone litigation lawyer can help.
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