…and Why Our Last Owners’ Meeting Feels Strangely Familiar
In 2019, at Middlesex Condominium Corporation No. 232, owners packed into a meeting room demanding answers. The stakes were high:
- A reserve fund shortfall of over $612,000
- A controversial borrowing by-law that would put owners deeper in debt
- A board unwilling – or unable – to explain how things had spiraled so badly
Owners came prepared with questions, documents, and facts. For once, they were engaged. For once, they wanted to be heard.
🎠The Meeting That Changed Everything
As the tension rose and the questions got harder, the board made a fateful decision: they cut the meeting short.
“This discussion is over. Meeting adjourned.”
No vote. No owner input. No transparency.
They thought ending the meeting would end the dissent. Instead, it ignited a movement:
- Owners organized, compared financial statements, and uncovered troubling patterns
- The proposed borrowing by-law was challenged and ultimately defeated
- And lawsuits followed
⚖️ How the Middlesex Directors Were Held Personally Liable
In court, the directors tried to defend themselves by arguing they were “acting in the corporation’s best interests.” Sounds familiar? The judge disagreed.
The court found that the board:
- Failed its fiduciary duty under Section 37 of the Condo Act
- Acted outside its authority by trying to pass a borrowing by-law without proper owner consultation
- Silenced owners and undermined governance by cutting the meeting short
Because their actions were deemed unreasonable, oppressive, and unauthorized, the directors could not rely on the corporation’s indemnity provisions.
Translation: The corporation’s insurance did not protect them. They were held personally liable for a portion of the legal costs and damages.
“Boards cannot avoid accountability by silencing dissent. Shutting down meetings undermines owners’ rights and may expose directors to personal liability.”
— RCLLP, Board Members Behaving Badly
(Read the case summary here)
This is a crucial precedent: when directors act in bad faith, owners don’t pay the price – directors do.
⏩ Fast Forward to Our Last Owners’ Meeting
Sound familiar? It should.
At our last owners’ meeting, the questions weren’t about a $612,000 shortfall – they were about $300,000 in legal fees, about a lost appeal pursued without proper notice to owners.
Owners came prepared – spreadsheets, reserve studies, audited statements in hand. For once, the room wasn’t silent. People wanted answers.
And just as in Middlesex, the board’s response was the same:
- No answers.
- No transparency.
- Meeting adjourned.
No vote. No discussion. Just silence.
📢 But Owners Aren’t Going Quietly
Just like Middlesex, what the board thought would end dissent has only made it louder. Owners are:
- Sharing financial documents privately
- Comparing reserve statements line by line
- Discussing a requisition for a special owners’ meeting
- Exploring legal remedies, if necessary
Ending a meeting doesn’t end accountability. It accelerates it.
🗣️ The Lesson From Middlesex
The Middlesex case is a warning shot for every condo board in Ontario:
- Shutting down questions doesn’t make problems disappear – it magnifies them.
- Avoiding owner input risks personal liability for directors.
- When boards ignore their duty of transparency, owners eventually take control themselves.
🚨 Bottom Line
What happened in Middlesex is not history – it’s a blueprint.
And last week, our board followed it step by step.
The difference?
In Middlesex, owners fought back.
Now it’s our turn. What are you waiting for?
