Cira v. Rico Resources Inc.
The appeal was dismissed because the relief sought concerned the internal governance of a Utah corporation and, under the principle of comity, Ontario courts should not issue orders directing or regulating the internal affairs of a foreign corporation; the motion judge did not err in principle in fixing costs.
Source-derived case information.
- Citation
- C42014
- Parties
- Appellant: Joseph P. Cira; Appellant: John Anthony Hines aka Tony Hines; Appellant: William Kloepfer; Appellant: Christopher Gorman; Respondent: Rico Resources Inc.; Respondent: George Boden; Respondent: Don Stott; Respondent: Robert Carpenter; Respondent: Corporacion Internacional de Recursos Grupo Cangrejo S.A.; Respondent: W. Patrick Finlan; Respondent: Equity Transfer Services Inc.
- Court
- Court of Appeal for Ontario
- Jurisdiction
- Canada
- Judgment Date
- 8 February 2006
- Procedural Posture
- Civil Appeal / Court of Appeal Decision on Motion Appeal
- Outcome
- Appeal dismissed; leave to appeal costs granted but costs appeal dismissed; costs of appeal awarded to respondents.
- Legal Topics
- Internal Governance of Foreign Corporation, Comity, Shareholders Meetings, Disclosure of Shareholders' Lists, Costs
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
Parties
Joseph P. Cira
Appellant
John Anthony Hines aka Tony Hines
Appellant
William Kloepfer
Appellant
Christopher Gorman
Appellant
Rico Resources Inc.
Respondent
George Boden
Respondent
Don Stott
Respondent
Robert Carpenter
Respondent
Corporacion Internacional de Recursos Grupo Cangrejo S.A.
Respondent
W. Patrick Finlan
Respondent
Equity Transfer Services Inc.
Respondent
Procedural Posture
Civil Appeal / Court of Appeal Decision on Motion Appeal
Legal Issues
- 1 Whether an Ontario court may grant orders regulating the internal governance of a corporation incorporated in another jurisdiction (Utah)
- 2 Whether the principles of comity bar the requested relief
- 3 Whether issues raised by Muscutt are engaged on this record
Ratio Decidendi
The appeal was dismissed because the relief sought concerned the internal governance of a Utah corporation and, under the principle of comity, Ontario courts should not issue orders directing or regulating the internal affairs of a foreign corporation; the motion judge did not err in principle in fixing costs.
Court Disposition
Appeal dismissed; leave to appeal costs granted but costs appeal dismissed; costs of appeal awarded to respondents.
Orders
- Appeal dismissed.
- Leave to appeal costs granted.
Full Case Text
Judgment text and source record
1 paragraphs
Cira v. Rico Resources Inc. Collection Decisions of the Court of Appeal Date 2006-02-08 Docket numbers C42014 Judges Armstrong, Robert Patrick; Lang, Susan Elizabeth; MacFarland, Jean Louise Subject Civil Decision Content DATE: 20060208 DOCKET: C42014 COURT OF APPEAL FOR ONTARIO RE: JOSEPH P. CIRA, JOHN ANTHONY HINES also known as TONY HINES, WILLIAM KLOEPFER and CHRISTOPHER GORMAN (Appellants) –and – RICO RESOURCES INC., GEORGE BODEN, DON STOTT, ROBERT CARPENTER, CORPORACION INTERNACIONAL DE RECURSOS GRUPO CANGREJO S.A., W. PATRICK FINLAN and EQUITY TRANSFER SERVICES INC. (Respondents) BEFORE: ARMSTRONG, LANG AND MACFARLAND JJ.A. COUNSEL: Roy Wise for the appellants Patrick J. Cotter for the respondent HEARD & RELEASED ORALLY: February 3, 2006 On appeal from the judgment of Justice John D. Ground of the Superior Court of Justice dated January 6, 2004 made at Toronto, Ontario. ENDORSEMENT [1] The commercial list judge concluded that the subject matter of the remaining relief in the application related to the internal governance of a Utah corporation. [2] We agree. The relief relates to shareholders’ meetings, the disclosure of shareholders’ lists and matters ancillary thereto. This relief is to be distinguished from relief related to any business activity carried on by Rico in Ontario. [3] In our view, the motion judge was correct in his statement that “the principles of comity dictate that courts in one jurisdiction will not issue orders purporting to direct or regulate the internal affairs or governance of a corporation incorporated in another jurisdiction”. [4] Accordingly, the issues raised by Muscutt are not engaged in this appeal. [5] Leave to appeal costs is granted. However, we are not satisfied that there was any error in principle on the part of the motion judge in fixing costs as he did. It is apparent from his reasons that he exercised his discretion carefully and with consideration. Accordingly, the appeal of costs is also dismissed. [6] Costs of this appeal are to the respondents fixed in the amount of $8,000.00, inclusive of disbursements and GST.