Blackwell Partners LLC & Ors v. Qihoo 360
In this recent Grand Court case, the question was whether dissenting shareholders can receive an interim payment in s.238 proceedings (dissenting shareholders seeking fair value). The Dissenters sought an order that the Company make interim payments to them pursuant to GCR O.29 r.10 and r.12. The Company argued that the Dissenters for an interim payment had to be a claimant who is owed a debt or is entitled to damages, or some other sum (such as restitution or an account) and that the Dissenters were not entitled to any of those kind of payments. The Dissenters rights were merely the right to be paid fair value for their shares. Further, the application for interim payment under GCR O.29 r.10 and r.12 should be dismissed because the s.238 Petition was governed by a self-contained statutory code in which there was no scope for any discretionary overlap for interim payments under GCR O.29.
Justice Quinn held that the Dissenters were entitled to an interim payment under GCR O.29 during the s.238 proceedings and that the Petitioner's own stated fair value of the shares pursuant to s.238(8) was considered a "just" amount for the interim payment.