Overview:
OZ Merchandising Inc. alleged that the Canadian Professional Soccer League Inc. (CPSL), Canadian Soccer League Inc. (CSL), CSL Association Inc. (CSLA), and certain individuals, including Cary Kaplan, acted oppressively by ceasing CPSL’s operations and transferring its business to CSL and CSLA, leaving CPSL unable to satisfy liabilities.

Legal Issues

• The key issue was whether the conduct of Cary Kaplan, a former Commissioner and Director of CPSL, amounted to oppression under the Business Corporations Act.
• OZ Merchandising sought $100,000 in punitive damages against Kaplan, claiming his actions were arbitrary and reckless.
• Kaplan argued the claim was statute-barred under the Limitations Act, 2002, and that any oppressive conduct had been rectified when CSL admitted liability for CPSL’s obligations.

Court’s Decision
Justice Ryan Bell dismissed the claim against Cary Kaplan, finding:

• The oppression remedy was inapplicable because CSL’s admission of liability resolved the issue.
• Punitive damages would not rectify the alleged oppression.
• The claim was statute-barred, as Kaplan was added more than five years after the conduct occurred.

Costs
Kaplan was awarded costs. The court directed the parties to file submissions by December 23, 2024, if they could not agree on an amount.

Outcome
The claim against Cary Kaplan was dismissed entirely, and OZ Merchandising Inc. was held liable for Kaplan’s costs.