Executive Summary: Key Legal and Evidentiary Issues

• Oppression under s. 248 of Ontario's Business Corporations Act was alleged by CLR based on claimed concealment of the respondents' conflicting interests in UCM across three related-party transactions.
• Sanctions compliance under SEMA and the Russia Regulations arose from allegations that CLR is deemed controlled by RESO, a sanctioned Russian insurer, with the court weighing GAC "red flag" guidance and the Angophora de facto control test.
• Evidence showed CLR knew or ought to have known of the UCT–UCM overlap, including an investor presentation chart displaying UCM and Mr. Lasserrott's participation in drafting the impugned agreements.
• Both sides agreed that UCT should buy out CLR's 14.5% shareholding under s. 207 of the OBCA, leaving valuation and terms in dispute.
• Competing expert valuations from Mr. Heys (for CLR) and Mr. Beck (for the respondents) diverged mainly on the discounted cash flow approach and the application of a minority discount.
• No definitive sanctions finding was made, but the court held that no transaction or payment may be implemented until Global Affairs Canada rules on the issue.

Facts of the case

CLR Invest Ltd., a Maltese holding company owned by former RESO executives Messrs. Lasserrott, Rakovshchik and (until recently) Cherkashin, invested US$250,000 in 2018 for 125,000 shares of UCT Research and Development Inc., an Ontario corporation formed to commercialize a universal cancer marker test kit based on the CA-62 marker. That investment made CLR UCT's third-largest shareholder, behind Meenlab Inc. and Mr. Kondratiev, who together hold a majority of UCT's shares. In 2022, Mr. Kondratiev advised shareholders of a potential investment from UCM, conditional on UCT granting UCM a call right over 51% of its shares. CLR alleged that three subsequent transactions — the UCM Call Option Agreement, the UCM Licensing Agreement, and an Ownership Transfer and Collaboration Agreement (OTCA) divesting UCT's 89% stake in JVS — involved fundamental, undisclosed conflicts of interest, because Mr. Kondratiev, Meenlab/Mr. Klinski, Mr. Dudarev and Mr. Brizeli were shareholders of UCM. The relationship deteriorated in mid-2025 after UCT refused to license the European market to a CLR affiliate, and UCT thereafter raised concerns that CLR was deemed controlled by RESO, a sanctioned Russian insurance company owned by the designated Sarkisov brothers. UCM exercised its call right on January 15, 2026, and on April 24, 2026 a special shareholders' meeting ratified the three transactions, with CLR and one other shareholder voting against.

Contractual and statutory provisions at issue

The application was brought under s. 248 of the OBCA, with the agreed buyout to proceed under s. 207. Under the Call Option Agreement dated March 7, 2023, UCM was granted the right to purchase 51% of UCT's shares from Mr. Kondratiev, Meenlab and/or UCT on or before March 6, 2025, for a premium of US$250,000, based on a pegged enterprise value of US$10 million; the option was later extended twelve months without further premium. The Licensing Agreement of May 1, 2023 granted UCM an exclusive license to sell the Product in Canada and the United States in exchange for royalties. The OTCA transferred UCT's 89% interest in JVS to JVS's current stakeholders or management for nil consideration, though UCT extracted JVS's patents, worth approximately $800,000, as part of the divestment. On the sanctions side, s. 2.1(2) of SEMA deems a person to control an entity where, among other things, it is reasonable to conclude the person can direct the entity's activities, and ss. 3 and 5 of the Russia Regulations prohibit dealing in property owned, held or controlled by a sanctioned person. Articles 7.1 and 9.1 of the unanimous shareholders agreement (USA), governing acceptance of the UCM offer and piggyback rights, were also engaged.

The court's reasoning

Justice Black addressed sanctions first. While accepting that the respondents' invocation of the sanctions regime was likely opportunistic and tactical, he held that their motives did not matter because the concern was serious. Applying Romaine J.'s de facto control analysis from Angophora Holdings Limited v. Ovsyankin, 2022 ABKB 711, and GAC's red-flag guidance, he found numerous red flags present — including the CLR principals' current and former senior roles at RESO, Mr. Rakovshchik's continuing position as RESO's President, ongoing use of RESO email accounts, and layered corporate structures — and declined to give CLR a clean bill of health, though he made no definitive finding given the pending GAC determination. On oppression, the court first removed the sanctions-based exclusion allegations from the analysis, holding that raising legitimate sanctions concerns could not be oppressive. Applying the test from BCE Inc. v. 1976 Debentureholders and Wilson v. Alharayeri, the court found considerable evidence that CLR knew or ought to have known of the overlapping ownership of UCT and UCM: the 2018 investor presentation included a corporate chart showing UCM, Mr. Lasserrott participated in drafting and negotiating both the Licensing and Call Option Agreements, CLR signed an Acknowledgement and Waiver before the Call Option Agreement was executed, and Mr. Lasserrott conceded awareness of the option extension. The OTCA was found to leave UCT no materially worse off, and consistent with Mr. Lasserrott's own prior recommendation to move the patents to Canada. Although the court criticized the respondents' corporate practices as lacking in transparency, it found nothing rising to deceit, dishonesty, malice or ill-intent.

Ruling and outcome

The oppression claim was dismissed, with no basis found for personal liability against the individual respondents — a result favouring the respondents on the contested issues — and the agreed buyout of CLR's shares by UCT was to proceed without the oppression-based adjustments CLR sought. Rejecting the discounted cash flow outlier, the court took the midpoint of the experts' converging valuations, fixing UCT's en bloc value at US$11,944,500, which yields US$1,731,952.50 for CLR's 14.5% interest before discount. A 10% minority discount, the midpoint of Mr. Beck's suggested range, was then applied, reducing the buyout amount to US$1,558,757.25 (the endorsement states the figure and the 10% reduction; the final number is the arithmetic result, not expressly stated in the decision). No payment is to be made until Global Affairs Canada rules on the sanctions issue, and costs remain undetermined pending further submissions from counsel.