Bussières v. The Canadian Exploration Ltd.

Bussières v. The Canadian Exploration Ltd.

The appellant was entitled to his contractual ten percent share of the net profits including profits in kind represented by Lamaque shares; the respondent could not defeat this by an internal sale at a nominal price; shares must be valued by reference to public market sales shown by evidence and the trial judge’s practical application (valuation at $2 per share) should be restored, with recovery limited to the monetary value fixed by the trial judge ($7,237.50 plus interest and costs).

Citation
[1938] SCR 60
Parties
Appellant / Plaintiff: Georges Bussières; Respondent / Defendant: The Canadian Exploration Limited; Mis En Cause: Lamaque Gold Mines Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
15 December 1937
Procedural Posture
Civil Appeal (mines and Minerals; Contract) / On Appeal to the Supreme Court of Canada From the Court of King’s Bench, Appeal Side, Province of Quebec
Outcome
Appeal allowed; trial judgment restored in substance but varied to monetary recovery equal to the trial valuation
Legal Topics
Profit Sharing, Valuation of Shares, Damages, Construction of 'profits', Delivery in Kind Vs Money
Source Language
English
Mines and Minerals Contract Law Employment Law Agency and Partnership Law Remedies Profit Sharing Valuation of Shares Damages +2 more

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Parties

Georges Bussières

Appellant / Plaintiff

The Canadian Exploration Limited

Respondent / Defendant

Lamaque Gold Mines Limited

Mis En Cause

Procedural Posture

Civil Appeal (mines and Minerals; Contract) / On Appeal to the Supreme Court of Canada From the Court of King’s Bench, Appeal Side, Province of Quebec

Legal Issues

  1. 1 Whether appellant entitled to ten percent of net profits including profits in kind (shares) from sale of claims
  2. 2 Whether respondent could defeat profit-sharing by selling acquired shares to insiders at a nominal price
  3. 3 Proper method and timing for valuation of the shares to assess appellant’s entitlement

Ratio Decidendi

The appellant was entitled to his contractual ten percent share of the net profits including profits in kind represented by Lamaque shares; the respondent could not defeat this by an internal sale at a nominal price; shares must be valued by reference to public market sales shown by evidence and the trial judge’s practical application (valuation at $2 per share) should be restored, with recovery limited to the monetary value fixed by the trial judge ($7,237.50 plus interest and costs).

Court Disposition

Appeal allowed; trial judgment restored in substance but varied to monetary recovery equal to the trial valuation

Orders

  • Judgment entered in favour of the appellant in the sum of 7237.50 CAD with interest from the date of the trial judgment and costs throughout