Res judicata and acquiescence barred a later challenge to a sanctioned amalgamation scheme, and merits findings were removed.

A subsequent challenge to a sanctioned amalgamation scheme was held barred by res judicata, constructive res judicata and acquiescence because the same grievance had already been finally decided in earlier proceedings involving the controlling family interests, who were treated as privies or alter ego of the applicant companies. The Court relied on finality of the earlier decisions, the challengers' unexplained delay, and the fact that the scheme had long been implemented. Once that preliminary bar applied, the Court held that findings on notice, the conduct of the meeting, fraud and sanction on the merits ought not to have been recorded, and those ancillary findings were set aside.

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Issues: (i) Whether the challenge to the sanctioned scheme of amalgamation was barred by res judicata, constructive res judicata, and acquiescence; (ii) Whether the findings on notice, conduct of the meeting, fraud, and sanction of the scheme could survive once the proceeding was held to be barred.

Issue (i): Whether the challenge to the sanctioned scheme of amalgamation was barred by res judicata, constructive res judicata, and acquiescence.

Analysis: The same grievance had already been raised in earlier proceedings by a shareholder acting for the same family-controlled interests, and those proceedings had been conclusively decided against the challengers. The applicants in the present proceeding were held to be represented through their controlling shareholders, who had supported the earlier application and were treated as privies or alter ego of the company-applicants. The Court also relied on the finality of the earlier decisions and the unexplained delay in bringing the present challenge, holding that the scheme had long since been implemented and the challengers had acquiesced in it.

Conclusion: The present challenge was barred by res judicata, constructive res judicata, and acquiescence, and that issue was decided against the appellants.

Issue (ii): Whether the findings on notice, conduct of the meeting, fraud, and sanction of the scheme could survive once the proceeding was held to be barred.

Analysis: After holding that the proceeding could not be entertained on the preliminary bar, the Court held that the trial court ought not to have recorded findings on the merits of notice and other factual allegations. Those matters were unnecessary for disposal once the bar of res judicata was accepted, and the cross-objector was right in complaining that such findings were inconsistent with the dispositive ruling.

Conclusion: The findings on notice and related merits were set aside.

Final Conclusion: The appeal failed, the cross-objection succeeded, and the earlier scheme of amalgamation remained undisturbed while the ancillary merits findings were removed.

Ratio Decidendi: A subsequent challenge to a sanctioned scheme is not maintainable where the same controversy, or the controlling interests supporting it, were already finally decided in earlier proceedings and the parties are bound by res judicata, constructive res judicata, and acquiescence; once that bar applies, merits findings on notice or fraud should not be recorded.

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