National Post (National Edition)
Judge dismisses Dare sister’s lawsuit
TORONTO • A lawsuit filed by an heiress to the Dare Foods cookie-and-candy dynasty against her brothers has been dismissed, with the judge ruling that Carolyn Dare-Wilfred was “putting her own interests ahead of those of the corporation.”
Dare-Wilfred’s lawyer had argued during the trial, which started March 27, that her brothers Bryan Robert Dare and Graham Neal Dare had effectively shut her out both as a family member and a shareholder, leaving her destitute and unable to access the significant value of her stake in the family owned conglomerate.
Ontario Superior Court Justice Barbara A. Conway, who had the option to order the Dare brothers to buy her stake at fair market value or put up the shares for public option, instead dismissed Dare-Wilfred’s case.
“This is not a case where any difficulties in shareholder relations or irreconcilable differences among family members have had any adverse effect on the underlying Dare Foods business. Nor is it a case of an ‘incorporated partnership’ where a shareholder has contributed sweat equity to build a business and has been improperly excluded,” Judge Conway wrote. “Carolyn has never played a role in the Dare Foods business. She simply wants out.”
Dare-Wilfred declined to comment, her daughter told the Financial Post. Her lawyer also declined to comment. The Dare family and company both declined to comment on the matter as well.
Dare-Wilfred and her two brothers hold stakes in Serad Holdings, a holding company set up by their father Carl Dare that owns 80 per cent of Dare Foods. The Kitchener, Ont.-based company built up by generations of their family makes products such as Breton Crackers and Wagon Wheels, now sold in more than 50 countries.
Dare-Wilfred filed a lawsuit in 2015 against her brothers under the “oppression remedy” provision of Ontario’s Business Corporations Act, arguing that her brothers had been acting in an “oppressive or unfairly judicial manner” and left her unable to access her stake’s value while paying themselves millions in dividends.
The long-standing drama between the siblings played out in a Toronto court during the trial, with Dare-Wilfred testifying that they had not had a conversation in three decades and that she was “not liked by this family.”
The court also heard during the trial that DareWilfred has no income and faces a multimillion-dollar tax bill with the Canada Revenue Agency, and that she is currently residing with her daughter in Guelph, Ont., as her visa for New Zealand, where her husband lives, has expired.
Judge Conway said while she “considered Carolyn’s current financial circumstances ... they are not in any way attributable to actions taken by any of the defendants.”
Dare-Wilfred has not suggested that there was any mismanagement or unfair conduct at the corporation, except for dividends, which the brothers are entitled to receive from their 20 per cent common shares of Dare Holdings, the judge added.
As well, Dare-Wilfred has not proven that her stake cannot be sold to any other purchaser and the push to have Serad buy her shares is “putting her own interests ahead of those of the corporation,” Judge Conway said.
Dare Foods has embarked on a series of “unprecedented” investments, such as a new $62-million line to make cookies, which will put the company in significant debt for the first time, the judgment said.
“Dare Foods’ resources are better allocated for these business purposes than to buy Carolyn’s shares,” Judge Conway said.