Tracey v. Gokturk

Tracey v. Gokturk

Petition dismissed except for a mandamus order: petitioners failed to establish breaches of directors' duties or other grounds under ss.144 or 247 CBCA to adjourn or alter the shareholder requisitioned meeting called by Gokturk; however, equity and inherent jurisdiction require Payfirma to provide petitioners with shareholder email addresses and telephone numbers in its possession, excluding contacts obtained by Gokturk after August 25, 2017.

Citation
2017 BCSC 1813
Parties
Petitioner Director: Lance Tracey; Petitioner Director: Marc Levy; Petitioner Director: Roger Hardy; Respondent Director and Shareholder, CEO: Michael Gokturk; Respondent Director and Chair: John Rante; Respondent Director: Ryan Holmes; Respondent Corporation: Payfirma Corporation
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
6 October 2017
Procedural Posture
Petition Under the Canada Business Corporations Act (corporate Governance) / Oral Reasons for Judgment (in Chambers) Following Hearing
Outcome
Petition dismissed except for an order of mandamus requiring Payfirma to deliver shareholder contact information (limited exclusion); respondents awarded ordinary costs
Legal Topics
Deadlock, Proxy Solicitation, Shareholder Meeting Requisition, Directors' Duties (s.122 Cbca), S.144 CBCA, S.247 CBCA, Mandamus, Disclosure of Shareholder Contact Information
Source Language
English
Corporate Law Shareholder Rights Directors' Duties Equity and Remedies Deadlock Proxy Solicitation Shareholder Meeting Requisition Directors' Duties (s.122 Cbca) +4 more

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Parties

Lance Tracey

Petitioner Director

Marc Levy

Petitioner Director

Roger Hardy

Petitioner Director

Michael Gokturk

Respondent Director and Shareholder, CEO

John Rante

Respondent Director and Chair

Ryan Holmes

Respondent Director

Payfirma Corporation

Respondent Corporation

Procedural Posture

Petition Under the Canada Business Corporations Act (corporate Governance) / Oral Reasons for Judgment (in Chambers) Following Hearing

Legal Issues

  1. 1 Whether the court should order adjournment or alteration of a shareholder requisitioned meeting called under s.143(4) CBCA
  2. 2 Whether respondent directors breached duties under s.122 CBCA sufficient to justify relief under s.144 or s.247 CBCA
  3. 3 Whether the court should order production of shareholder contact information and appoint an independent chair

Ratio Decidendi

Petition dismissed except for a mandamus order: petitioners failed to establish breaches of directors' duties or other grounds under ss.144 or 247 CBCA to adjourn or alter the shareholder requisitioned meeting called by Gokturk; however, equity and inherent jurisdiction require Payfirma to provide petitioners with shareholder email addresses and telephone numbers in its possession, excluding contacts obtained by Gokturk after August 25, 2017.

Court Disposition

Petition dismissed except for an order of mandamus requiring Payfirma to deliver shareholder contact information (limited exclusion); respondents awarded ordinary costs

Orders

  • Petition dismissed except as to order for mandamus
  • Payfirma Corporation to deliver forthwith to petitioners' solicitors a list of all shareholder email addresses and telephone numbers in its possession, excluding email addresses and telephone numbers first obtained by Michael Gokturk after August 25, 2017