LaRoche v. HARS Systems Inc.

LaRoche v. HARS Systems Inc.

Documentary, common and uncontradicted evidence established that the April/May 1996 agreements constituted a full settlement of the HARS actions; petitioner failed to show a reasonable prospect of success and the proposed actions were bound to fail; although s.201 implicitly permits a member to continue an action commenced by the company, the BC statute and courts do not have extraterritorial jurisdiction to grant leave to control actions brought and prosecuted in another province (Alberta); application for leave dismissed.

Citation
2001 BCSC 140
Parties
Petitioner: Nicholas LaRoche; Respondent: HARS System Inc.
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
6 February 2001
Procedural Posture
Derivative Action (leave Under S.201 Company Act) / Leave Application
Outcome
Application dismissed
Legal Topics
Derivative Actions, Shareholder Derivative Litigation, Directors' Duties and Breaches, Settlement and Releases, Jurisdictional Limits, Leave to Prosecute, Good Faith Requirement, Procedural Delay
Source Language
English
Corporate Law Securities Regulation Civil Procedure Conflict of Laws Derivative Actions Shareholder Derivative Litigation Directors' Duties and Breaches Settlement and Releases +4 more

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Parties

Nicholas LaRoche

Petitioner

HARS System Inc.

Respondent

Procedural Posture

Derivative Action (leave Under S.201 Company Act) / Leave Application

Legal Issues

  1. 1 Whether the two HARS actions commenced in Alberta were settled in April/May 1996
  2. 2 Whether petitioner is entitled to leave under s.201 to take over and prosecute company-commenced actions
  3. 3 Whether s.201 implicitly authorizes continuation of actions already commenced by the company

Ratio Decidendi

Documentary, common and uncontradicted evidence established that the April/May 1996 agreements constituted a full settlement of the HARS actions; petitioner failed to show a reasonable prospect of success and the proposed actions were bound to fail; although s.201 implicitly permits a member to continue an action commenced by the company, the BC statute and courts do not have extraterritorial jurisdiction to grant leave to control actions brought and prosecuted in another province (Alberta); application for leave dismissed.

Court Disposition

Application dismissed

Orders

  • Application for leave under s.201 of the Company Act dismissed; no leave granted to petitioner to take control of or prosecute the Alberta actions