Birch v. GWR Resources Inc.

Birch v. GWR Resources Inc.

The chambers judge correctly found no enforceable contract for a specified finder's fee but that unjust enrichment entitled the respondent to compensation because his employment did not cover securing the private placement; the appellant failed to prove payment would be illegal under the Securities Act or Exchange policies (which contain exceptions and waiver powers) and had not sought Exchange guidance, so balancing public policy against unjust enrichment required and warranted a quantum meruit award of $55,000.

Citation
2017 BCCA 184
Parties
Respondent / Plaintiff: Ronnie Floyd Birch; Appellant / Defendant: GWR Resources Inc.
Court
British Columbia Court of Appeal
Jurisdiction
Canada
Judgment Date
16 May 2017
Procedural Posture
Civil Appeal / Appeal From Summary Trial Order (bcsc)
Outcome
Appeal dismissed
Legal Topics
Quantum Meruit, Finder's Fee, Illegality, TSX Venture Exchange Policy, Dealer Registration
Source Language
English
Securities Law Contract Law Equity (unjust Enrichment) Corporate Law Quantum Meruit Finder's Fee Illegality TSX Venture Exchange Policy +1 more

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Parties

Ronnie Floyd Birch

Respondent / Plaintiff

GWR Resources Inc.

Appellant / Defendant

Procedural Posture

Civil Appeal / Appeal From Summary Trial Order (bcsc)

Legal Issues

  1. 1 Whether claimant could recover a finder's fee in quantum meruit despite being an employee
  2. 2 Whether the claimant's employment contract provided a juristic reason barring restitution
  3. 3 Whether payment of a finder's fee would be unlawful under the Securities Act and TSX Venture Exchange policies

Ratio Decidendi

The chambers judge correctly found no enforceable contract for a specified finder's fee but that unjust enrichment entitled the respondent to compensation because his employment did not cover securing the private placement; the appellant failed to prove payment would be illegal under the Securities Act or Exchange policies (which contain exceptions and waiver powers) and had not sought Exchange guidance, so balancing public policy against unjust enrichment required and warranted a quantum meruit award of $55,000.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Quantum meruit award of $55,000 to respondent affirmed