Canada Case Law

Kaplan v. Spocket Inc.

Court

Supreme Court of British Columbia

The petitioners subjectively expected not to be forcibly removed as shareholders and to share in corporate profits; those expectations were objectively reasonable; the board's amendments and unilateral repurchases, applied without notice and using earlier valuation dates and without fair process (including deeming Astle a competitor without notice), unfairly prejudiced the petitioners though did not amount to oppressive conduct; appropriate remedy is compensatory payment based on market valuation near the repurchase date (US$0.80 per share), with no personal liability for directors and no pun…

Source excerpt

• Oppression remedy
• Shareholders' agreements
• Stock option plan
• Share repurchase
• Directors' duties
• Powers of attorney

Read case analysis

Lionsgate Studios Corp. (Re)

Court

Supreme Court of British Columbia

The Supreme Court of British Columbia approved a proposed arrangement separating Lions Gate’s studios and Starz businesses, despite objections from CPPIB noteholders.

• Plan of arrangement
• Fair and reasonable test
• Good faith in corporate arrangements
• Debt exchange and indenture amendments
• Creditor rights vs economic interests
• Collapse of dual-class share structure

Read case analysis

Anfield Energy Inc. (Re)

Court

Supreme Court of British Columbia

UEC sought to extend the record date for an Anfield arrangement vote, alleging insufficient warrant notice. The court dismissed the application.

• Plan of arrangement
• Record date
• Warrant rights and notice
• Interim order variation
• Shareholder meeting notice
• Plan-of-arrangement

Read case analysis

Blizzard Uranium Corp. v. Nathanson, Schachter & Thompson LLP

Court

Supreme Court of British Columbia

The court excluded a late-produced Yahoo Finance stock price printout, refused hearsay testimony about historical stock prices, and declined judicial notice.

• Hearsay
• Disclosure (rule 7-1(21))
• Presentation of evidence (rule 12-5(71))
• Judicial notice
• Stock price evidence
• Trial by ambush

Read case analysis

Zhang v. Zhang

Court

Supreme Court of British Columbia

The court held a November 25, 2020 letter was admissible because it was not part of settlement negotiations, while surrounding without-prejudice communications stayed privileged.

• Settlement privilege
• Without‑prejudice communications
• Admissibility of correspondence
• Mitigation of loss
• Share sale
• Settlement-privilege

Read case analysis

Susin Estate v. TD Waterhouse Discount Brokerage (TD Waterhouse Canada Inc.)

Court

Court of Appeal for Ontario

Summary judgment was proper because the Margin Agreement authorized immediate sell-out of undermargined accounts, the unambiguous transcript of the warning call demonstrated TDW did not waive that contractual right, and there were no genuine factual conflicts requiring a trial; precedent (Questrade v. Gu) and the doctrine of waiver precluded the appellant's claim.

Source excerpt

• Summary judgment
• Waiver
• Margin account
• Sell-out
• Assignment

Read case analysis

Turpin v. TD Asset Management Inc.

Court

Supreme Court of British Columbia

The court excluded proposed expert opinion evidence from Mr. L. Bates, finding his published statements and social media posts showed partisan bias and a lack of impartiality.

• Expert admissibility
• Independence and impartiality
• Closet indexing
• Mutual fund fees
• Gatekeeping
• Expert-admissibility

Read case analysis

Jastram Properties Ltd. v. Tan

Court

Supreme Court of British Columbia

Court approved a class action settlement in a Ponzi-scheme fraud case, finding it fair and reasonable, binding on class members, and supported by counsel and the trustee.

• Settlement approval
• Ponzi scheme
• Mareva injunction
• Charge release
• Consent judgment
• Assignment of shares

Read case analysis

British Columbia (Securities Commission) v. Bossteam E-Commerce Inc.

Court

Supreme Court of British Columbia

The Court allowed a receivership claim appeal in part, accepting US$7,500 as substantiated and dismissing the balance for lack of proof.

• Proofs of claim
• Claims process and distribution
• Standard of review
• Priority of claims between uplines and downlines
• Fraudulent fundraising
• Proof-of-claim

Read case analysis

Bison Properties Ltd. (Re)

Court

Supreme Court of British Columbia

The court held that bond subscription proceeds were not REDMA deposits and no statutory trust arose. The claims against Fasken, Rev and Metro-Can were dismissed.

• Real estate development marketing act (redma)
• Statutory trust vs commercial securities
• Bond subscription offerings
• Priority of registered encumbrances (land title act s.29)
• Breach of trust and trustee act s.96 defence
• Constructive and remedial trusts

Read case analysis