‘I’m not liked by this family’
Siblings square off in court, with future of Dare Foods Group empire on the line
TORONTO Carolyn Dare-Wilfred says she hasn’t had a conversation with her brothers Bryan Robert Dare and Graham Neal Dare in decades, but all three were together in a Toronto courtroom on Monday, as a trial began to decide the fate of the cookie-and-candy dynasty built by their family over many generations.
At stake is the future of Kitchener, Ont.-based Dare Foods Group, which their father transformed into a multinational confectionary conglomerate that now makes products, such as Breton Crackers, Melba toast and Wagon Wheels, that are ubiquitous at grocery stores in more than 50 countries.
“I probably haven’t had a conversation with them in 30 years,” Dare-Wilfred said Monday, sitting roughly 15 metres away from her elder brothers as she testified before the Ontario Superior Court of Justice.
“I just want out. I haven’t been involved with this family . ... I’m not liked by this family . ... I just want my freedom.”
Dare-Wilfred’s lawyer, John Ormston, laid out his client’s arguments in opening statements, saying she has been disregarded by the family, both personally and as a shareholder of the privately owned business, and is currently unable to access the substantial value of her stake while her brothers pay themselves millions in dividends.
“We are faced with a situation where Ms. Wilfred owns shares in a company worth a considerable sum, yet she has no way to access that considerable value,” he told Justice Barbara A. Conway.
Dare-Wilfred, 65, is seeking legal relief under a provision of the Ontario Business Corporation Act called the oppression remedy. Under this provision, if she convinces the court that her brothers have been acting in an “oppressive or unfairly prejudicial manner,” she can ask for certain actions, including an order that would force her brothers to buy her shares at a court-appointed price or put the family owned company’s shares up for auction.
Dare-Wilfred also argues that while the animosity between her father, Carl Dare, and her brothers started decades ago, her marriage to Harmon Wilfred, who claims to be a whistleblower against the U.S. government, was another factor that strained their family ties.
“I would have loved for us to be a family. It wasn’t strong or close right from the beginning, and it has just fallen apart over the years,” she testified.
Now, Ormston told the court, Dare-Wilfred has no income, and is residing with her daughter in Guelph, Ont., as her visa for New Zealand, where her husband lives, has expired. They have not seen each other for 18 months, DareWilfred said.
Ormston said this result goes against what their father would have wanted for Dare-Wilfred, and contrary to the intentions of the shareholders agreement he set out for his three children.
However, John Chapman, lawyer for the Dare brothers, said that they have not acted against their sister’s interests and had been giving her share of dividends ($341,000 each year) when possible, until the Canada Revenue Agency — to which Dare-Wilfred owed as much as $15 million but now owes $8 million — began garnishing the payouts in 2009.
Dare-Wilfred has since struck a deal with the CRA allowing her to receive some of her dividends, Chapman said. This has allowed her to pay for rent and legal fees, Dare-Wilfred said in court.
The brothers also argue that their father’s purchase of 25 per cent of Dare-Wilfred’s share of Serad Holdings — a holding company which owns 80 per cent of Dare — in 2001 for $5 million was generous.
At the time, this was thought to be “enough to set her up for life,” Chapman told the court.
He added that Dare-Wilfred offered to sell all her shares in 2001 for $5 million, but the patriarch pushed to pay that same amount for a fraction of the shares.
They are “sensitive” to circumstances, but say Dare-Wilfred has been led astray by one of her lawyers over the years, Chapman said.
“Her life is not hopeless if she takes the right steps ... (she has) taken all the wrong steps,” Chapman said.
I would have loved for us to be a family. It wasn’t strong or close right from the beginning, and it has just fallen apart over the years.