By Ryan M. Prendergast

In an Ontario case, Da Prat v. Sault Ste. Marie and District Group Health Association, released on July 11, 2025, the plaintiff, Michael Da Prat, president of United Steelworkers of America, Local 2251 (“Steelworkers”), brought a motion for an interlocutory injunction and a representative order concerning various claims related to an alleged breach of contract. Sault Ste. Marie and District Group Health Association (“GHA”) was founded to fill a gap in healthcare for trade union members in Sault Ste. Marie before universal healthcare was implemented in the province through the Ontario Health Insurance Plan (OHIP). Branches of United Steelworkers of America funded the establishment of Group Health Centre Sault Ste. Marie and District (“GHC”), a non-profit community health centre.

Subscribers paid a premium to receive healthcare services at GHC. After the establishment of OHIP, healthcare services continued to be offered at GHC but were instead funded by OHIP. The physicians who practiced at GHC were members of the Algoma District Medical Group (“ADMG”). The relationship between GHC, GHA and ADMG was governed by a 2012 agreement, after which patients were rostered to a specific physician (primary care physician) and rostering decisions were made by ADMG.

In January 2024, it was announced that 20% of the patients at GHC would be de-rostered due to a lack of primary care physicians to replace those who resigned or retired. The plaintiff brought an action against GHA based on breach of contract as a result of de-rostering the Steelworkers, violations of the Human Rights Code, as well as oppression under both the Ontario Corporations Act (OCA) and the Ontario Not-for-Profit Corporations Act, 2010 (ONCA). Ultimately, the court denied the request for the interlocutory injunction and granted in part the request for the representative order.

Of relevance here are the oppression claims which required the court to review section 332 of the OCA and section 174 of the ONCA. The plaintiff pled, among other things, that he is president of the Steelworkers and a member of the GHA, the subscribers are members of the GHA as per the letters patent and the subscribers are also creditors of the GHA, entitled to healthcare services and damages for breach of contract.

In order to trigger the oppression remedy, the court held that it must find that the corporation engaged in activities in a manner that was oppressive, unfairly prejudicial or disregarded the interest of a member. On the merits of the claims, the court held that the record did not demonstrate that the de-rostering was ultra vires or made by an improperly constituted board, making relief under the OCA and the ONCA inappropriate. They reasoned that the decision was made pursuant to ADMG’s authority under the 2012 agreement which was properly ratified by the GHA. They further reasoned that there was a lack of evidence of oppressive acts but rather it appears that GHA was cautious in protecting its services. Overall, the court noted that it would be highly unlikely that a court would use their discretion under the OCA or the ONCA to make findings of oppression in this case and discharge the existing board or appoint an inspector.

This case highlights the court’s discretion in considering the applicability of an oppression remedy and illustrates the narrow scope of ONCA remedies, which are investigative rather than corrective, and the courts’ general reluctance to interfere in governance absent clear evidence of unfairness. Of importance is the recognition that the court is deferential to the operations of not-for-profits and that courts opt for a minimally invasive approach when scrutinizing the actions of non-share capital corporations, especially when it appears that the organization has been prudent in protecting its services.

​Read the August 2025 Charity & NFP Law Update