When a Business Partnership Breaks Down

Few disputes are as disruptive as a fight among the people who own a business together. When shareholders or partners stop seeing eye to eye, the disagreement can threaten the value of the company, the livelihoods tied to it, and relationships built over years. The dispute lawyers at Getz Collins and Associates help business owners in Calgary, Strathmore, and across Alberta resolve these conflicts and protect what they’ve built.

This page focuses on disputes between owners. If you need help structuring a company, drafting a shareholder agreement, or other transactional work, see our Business Law page — and ideally, talk to us before a dispute arises.

Common Shareholder & Partnership Disputes

These conflicts take many forms. The ones we see most often include:

• Oppression of minority shareholders — majority owners running the company in a way that unfairly disregards or harms a minority shareholder’s interests;
• Breach of a shareholder or partnership agreement — one owner not living up to the terms everyone agreed to;
• Breach of fiduciary duty — directors or partners putting their own interests ahead of the company’s;
• Deadlock — owners with equal control who simply can’t agree, leaving the business paralyzed;
• Disputes over money — profit distribution, compensation, expenses, or alleged misuse of company funds;
• Improper exclusion — freezing a shareholder or partner out of management, information, or decisions; and
• Departure and buyout disputes — disagreements over how a departing owner’s interest is valued and bought out.

The Oppression Remedy

Alberta’s Business Corporations Act, RSA 2000, c B-9 gives shareholders a powerful tool called the oppression remedy. If a company’s affairs are being conducted in a way that is oppressive, unfairly prejudicial, or unfairly disregards your interests, the court has broad authority to fix it — including ordering a buyout, replacing directors, or even winding up the company. We assess whether your situation qualifies and what outcome is realistic.

How We Resolve These Disputes

Because the people involved often have to keep working together — or at least separate cleanly — strategy matters. We work to:

• Preserve value. Litigation among owners can damage the very business being fought over. Where possible, we pursue negotiated resolutions and structured buyouts that protect the company.
• Use the agreement. A well-drafted shareholder or partnership agreement often contains the answer, including buy-sell provisions and dispute-resolution clauses. We enforce those mechanisms.
• Litigate when necessary. When a fair resolution isn’t possible, we advocate firmly in the Court of King’s Bench, including bringing or defending oppression actions.

A Note on Time Limits

Many of these claims are subject to the general two-year limitation period under the Limitations Act, RSA 2000, c L-12, running from when you knew or ought to have known of the wrong. Some corporate remedies have their own timing rules. Because the analysis depends on the specific claim, early advice preserves your options.

Frequently Asked Questions

What is the oppression remedy?

It’s a remedy under Alberta’s Business Corporations Act that protects shareholders (and sometimes others) when a company is run in a way that is oppressive or unfairly prejudicial to their interests. The court has wide discretion to order a fix, such as a buyout, a change in management, or other relief.

My business partner and I can’t agree on anything. What can we do?

Deadlock between equal owners is common and solvable. Options range from mediation and a negotiated buyout to, in serious cases, a court-supervised resolution. The right path depends on your agreement (if any) and what each of you wants the outcome to be.

Can I force a buyout of my shares?

Sometimes. If you can establish oppression, or if your shareholder agreement contains buy-sell provisions, a buyout may be available. We assess the strength of your position and the likely valuation issues.

Does this kind of dispute have to go public in court?

Not necessarily. Many owner disputes are resolved confidentially through negotiation or mediation, which also tends to be faster and less damaging to the business. Court is the backstop when those efforts fail.

Contact Getz Collins and Associates today — your partner in shareholder and partnership disputes. Contact Us | Calgary: 587-391-5600 | Strathmore: 403-934-2500