American Wollastonite Mining Corp. v. Scott et al., (2003) 189 B.C.A.C. 313 (CA)

• Jurisdiction: British Columbia
• Court: Court of Appeal (British Columbia)
• Judge: Lambert, Huddart and Lowry, JJ.A.
• Citation: (2003), 189 B.C.A.C. 313 (CA),2003 BCCA 627
• Date: 19 November 2003
• Subject Matter: COMPANY LAW

Am. Wollastonite Mining v. Scott (2003), 189 B.C.A.C. 313 (CA);

    309 W.A.C. 313

MLB headnote and full text

Temp. Cite: [2003] B.C.A.C. TBEd. NO.076

American Wollastonite Mining Corp. formerly known as White Plains Resources Corp. (appellant/plaintiff) v. Frank E. Scott and Fraser Milner, a Partnership (respondents/defendants)

(CA030011; 2003 BCCA 627)

Indexed As: American Wollastonite Mining Corp. v. Scott et al.

British Columbia Court of Appeal

Lambert, Huddart and Lowry, JJ.A.

November 19, 2003.

Summary:

The plaintiff issued treasury shares to the defendant Scott pursuant to the terms of a share purchase agreement in exchange for the shares of Scott's company. The shares proved to be worthless. The plaintiff sued Scott for its alleged loss and its own solici­tors, who acted for it in the transaction.

The British Columbia Supreme Court, in decisions reported at [2000] B.C.T.C. Uned. 512, and [2002] B.C.T.C. 1010, dis­missed the action. The plaintiff appealed.

The British Columbia Court of Appeal dismissed the appeal.

Company Law - Topic 5842

Sale of shares - Payment - Consideration - The British Columbia Court of Appeal stated that as between the parties to a share purchase agreement involving only the exchange of shares, a court could not inquire into the consideration where the parties honestly and in good faith attempted to establish a nominal value for the shares equal to the consideration received - See paragraphs 11 to 13.

Cases Noticed:

Pilmer v. The Duke Group (2001), 207 C.L.R. 165 (Aus. H.C.), refd to. [para. 13].

Dominion Combing Mills Ltd., Re, [1930] 3 D.L.R. 98 (Ont. C.A.), refd to. [para. 13].

Rainbow Industrial Caterers Ltd. et al. v. Canadian National Railway Co. et al., [1991] 3 S.C.R. 3; 126 N.R. 354; 3 B.C.A.C. 1; 7 W.A.C. 1, refd to. [para. 23].

Blue Range Resource Corp., Re, [2000] 4 W.W.R. 738; 259 A.R. 30 (Q.B.), refd to. [para. 32].

Authors and Works Noticed:

Buckley, The Law and Practice under the Companies Acts (10th Ed. 1924), p. 207 [para. 13].

Counsel:

R.E. Breivik, for the appellant;

A.B. Hudson and P.M.J. Arvisais, for the respondent, Fraser Milner;

No one appeared for Frank E. Scott.

This appeal was heard before Lambert, Huddart and Lowry, JJ.A., of the British Columbia Court of Appeal, at Vancouver, British Columbia, on October 23 and 24, 2003. The decision of the court was delivered on November 19, 2003, by Lowry, J.A.