Pierce v. Chalice Capital Inc.

Pierce v. Chalice Capital Inc.

Proposed defendant 0948490 B.C. Ltd. did not have standing to be added as a respondent or to act as a complainant in the petition because the leave application is fundamentally between the complainant and the company/directors; potential defendants can raise merits and strike challenges in the subsequent action. The petitioner was a proper complainant, satisfied reasonable efforts and notice, but the pleadings and evidence were too vague to conclude the proposed claim is arguable, so the petition is adjourned to permit amendment and further evidence rather than dismissed; 0948490 is not added as a party.

Citation
2016 BCSC 785
Parties
Petitioner/complainant: Brent Pierce; Company/respondent: Chalice Capital Inc.; Proposed Defendant/applicant (0948490): 0948490 B.C. Ltd.
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
28 April 2016
Procedural Posture
Petition for Leave to Commence Derivative Action Under Business Corporations Act Ss.232 233 / Hearing (oral Reasons); Petition Adjourned for Amendment/further Evidence
Outcome
Petition for leave to commence derivative action adjourned for amendment and further evidence; 0948490 B.C. Ltd. not added as a party and has no standing in the petition; no leave granted at this stage; court not seized of any return application
Legal Topics
Derivative Action, Leave to Commence Derivative Action, Standing to Participate in Petition, Certificate of Pending Litigation (cpl), Security for Costs, Rectification of Land Title Register
Source Language
English
Corporate Law Civil Procedure Property Law Derivative Action Leave to Commence Derivative Action Standing to Participate in Petition Certificate of Pending Litigation (cpl) Security for Costs +1 more

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Parties

Brent Pierce

Petitioner/complainant

Chalice Capital Inc.

Company/respondent

0948490 B.C. Ltd.

Proposed Defendant/applicant (0948490)

Procedural Posture

Petition for Leave to Commence Derivative Action Under Business Corporations Act Ss.232 233 / Hearing (oral Reasons); Petition Adjourned for Amendment/further Evidence

Legal Issues

  1. 1 Whether 0948490 B.C. Ltd. (490) has standing to be added as a respondent or to intervene in the petition
  2. 2 Whether the petitioner is a proper complainant (director/shareholder or appropriate person) under s.232 BCA
  3. 3 Whether the petitioner satisfied s.233(1) BCA (reasonable efforts, notice, good faith, best interests)

Ratio Decidendi

Proposed defendant 0948490 B.C. Ltd. did not have standing to be added as a respondent or to act as a complainant in the petition because the leave application is fundamentally between the complainant and the company/directors; potential defendants can raise merits and strike challenges in the subsequent action. The petitioner was a proper complainant, satisfied reasonable efforts and notice, but the pleadings and evidence were too vague to conclude the proposed claim is arguable, so the petition is adjourned to permit amendment and further evidence rather than dismissed; 0948490 is not added as a party.

Court Disposition

Petition for leave to commence derivative action adjourned for amendment and further evidence; 0948490 B.C. Ltd. not added as a party and has no standing in the petition; no leave granted at this stage; court not seized of any return application

Orders

  • 0948490 B.C. Ltd. is not added as a respondent to the petition
  • The petition is adjourned to permit amendment of pleadings and filing of further evidence in support of the proposed derivative action