Mann v. Allen

Mann v. Allen

Given gaps and lack of a transparent picture in the financial materials (missing statements for 2016 and 2017, unexplained monthly payments to the plaintiff, unclear treatment of management fees/salaries/dividends and potential personal expenses paid by Ingram for Mr. Allen), the court must order production of the requested accounting records for April 30, 2008 through April 30, 2017 and require answers to the outstanding discovery requests to allow proper adjudication of the oppression allegations.

Citation
2017 BCSC 2484
Parties
Plaintiff 50% Shareholder and Director of Almond: Jayne Louise Mann; Defendant Individual, Former Spouse, Director/operator: Michael Lawrence Allen; Defendant Private Holding Corporation (50% Owned by Plaintiff): Almond Consulting & Distributors Ltd.; Defendant Operating Corporation Owned by Almond: Ingram Pharmacy Ltd.
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
25 October 2017
Procedural Posture
Civil Claim Alleging Shareholder Oppression Under the Business Corporations Act / Chambers Application Within Action for Production of Documents and Examination for Discovery Compliance
Outcome
Application allowed in part; disclosure and discovery orders granted; costs in the cause
Legal Topics
Oppression Remedy, Disclosure and Inspection of Corporate Records, Discovery/examination for Discovery, Forensic Audit, Shareholders' Agreement, Costs
Source Language
English
Corporate Law Family Law Civil Procedure Evidence Tax Law Oppression Remedy Disclosure and Inspection of Corporate Records Discovery/examination for Discovery +3 more

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Parties

Jayne Louise Mann

Plaintiff 50% Shareholder and Director of Almond

Michael Lawrence Allen

Defendant Individual, Former Spouse, Director/operator

Almond Consulting & Distributors Ltd.

Defendant Private Holding Corporation (50% Owned by Plaintiff)

Ingram Pharmacy Ltd.

Defendant Operating Corporation Owned by Almond

Procedural Posture

Civil Claim Alleging Shareholder Oppression Under the Business Corporations Act / Chambers Application Within Action for Production of Documents and Examination for Discovery Compliance

Legal Issues

  1. 1 Whether defendants must produce Ingram accounting records and documents evidencing management salaries for fiscal years ending April 30, 2008 to April 30, 2017
  2. 2 Whether defendants must answer outstanding requests from the November 16, 2016 examination for discovery of Michael Allen
  3. 3 Whether prior findings by Bracken J. preclude further disclosure or relitigation of oppression allegations

Ratio Decidendi

Given gaps and lack of a transparent picture in the financial materials (missing statements for 2016 and 2017, unexplained monthly payments to the plaintiff, unclear treatment of management fees/salaries/dividends and potential personal expenses paid by Ingram for Mr. Allen), the court must order production of the requested accounting records for April 30, 2008 through April 30, 2017 and require answers to the outstanding discovery requests to allow proper adjudication of the oppression allegations.

Court Disposition

Application allowed in part; disclosure and discovery orders granted; costs in the cause

Orders

  • Ingram Pharmacy Ltd. must produce to the plaintiff documents evidencing management salaries and all accounting records for the fiscal years ending April 30, 2008 through April 30, 2017
  • Defendants must answer the seven remaining outstanding requests from the November 16, 2016 examination for discovery of Michael Lawrence Allen within 15 days (as ordered)