The judgment of Seaton, J.A., at 365 holds: “The ‘gravaman’, ‘substance’, ‘real character’ or ‘true basis’ of the plaintiffs’ claim (to employ the words used in the cases analyzing questioned claims) is that the defendants, by improperly putting in a receiver, caused damage to the plaintiffs; that the defendants’ purpose was to injure them and Abacus; that the result of the defendants’ acts was the collapse of Abacus; and that the plaintiffs’ shares went down in value, their dividends stopped, their control of Abacus was lost, their employment ceased and their reputations suffered. “All of the damages alleged were consequential in the sense that they flowed from the damage caused to Abacus. “The chambers judge held that as the damage alleged was consequential, not direct, the rule in Foss v. Harbottle [(1843), 2 Hare 461; 67 E.R. 189] applied. He held that the plaintiffs could not maintain such an action, that only the company could recover for the defendants’ conduct, if it was actionable at all. “He also held that the plaintiffs could not escape that result by alleging the tort of conspiracy; the need for direct damage, as opposed to consequential damage, continued.”
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