[6] The first round failed when the Wi2Wi board refused to accept the resulting agreement, after which A resigned his position as chief executive officer.

[12][13] A sued the Directors, alleging that their conduct was unfair and oppressive against him in: In the Superior Court of Quebec, Hamilton JSC held that oppressive conduct occurred in the first two grounds (including the related failure that A's rights were not prejudiced by the private placement), but dismissed all other allegations.

[15] In considering what would be an appropriate remedy in the matter, he identified the following issues: In reviewing the jurisprudence concerning oppressive conduct with respect to share transactions, the trial judge observed that certain guiding principles have emerged: In addition, it was noted that the Ontario Court of Appeal, in its 1998 ruling in Budd v Gentra Inc, had previously ruled that corporate directors could be held personally liable with respect to oppressive conduct.

[18] He held that causation was proven, but only two of the four directors played a leading role at the Board level and benefited from the private placement.

[24] W appealed to the Supreme Court of Canada, challenging the trial judge's conclusion that it was fit to hold him personally liable for the oppressive conduct.

"[29] Gain-based remedies "are... a striking form of redress insofar as they represent a departure from the norm of loss-based or compensatory relief.

[32] Budd v Gentra was seen as providing a two-pronged approach: In that regard, four principles can be discerned from the jurisprudence:[34] The pleadings were sufficient, because: The ruling serves as a warning to directors not to place themselves in situations in which their decisions result in a personal benefit or may be construed as bad faith.