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

JudgeLambert, Huddart and Lowry, JJ.A.
CourtCourt of Appeal (British Columbia)
Case DateNovember 19, 2003
JurisdictionBritish Columbia
Citations(2003), 189 B.C.A.C. 313 (CA);2003 BCCA 627

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.

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2 practice notes
  • Ascent One Properties Ltd. v. Liao, 2017 BCSC 1017
    • Canada
    • Supreme Court of British Columbia (Canada)
    • June 20, 2017
    ...v. Bank of Montreal, [1994] B.C.L.R. (2d) 143 (S.C.); American Wollastonite Mining Corp. v. Scott and Milner, 2002 BCSC 1010, aff’d 2003 BCCA 627. Surprisingly, the question of the validity of a directors’ resolution without the requisite quorum has apparently not been the subject of judici......
  • Am. Wollastonite Mining v. Scott, (2004) 331 N.R. 200 (Motion)
    • Canada
    • Canada (Federal) Supreme Court (Canada)
    • May 6, 2004
    ...Corp. v. Frank E. Scott and Fraser Milner, a Partnership , a case from the British Columbia Court of Appeal dated November 19, 2003. See 189 B.C.A.C. 313; 309 W.A.C. 313. See Bulletin of Proceedings taken in the Supreme Court of Canada at pages 775 and 776, May 7, 2004. Motion dismissed. [E......
2 cases
  • Ascent One Properties Ltd. v. Liao, 2017 BCSC 1017
    • Canada
    • Supreme Court of British Columbia (Canada)
    • June 20, 2017
    ...v. Bank of Montreal, [1994] B.C.L.R. (2d) 143 (S.C.); American Wollastonite Mining Corp. v. Scott and Milner, 2002 BCSC 1010, aff’d 2003 BCCA 627. Surprisingly, the question of the validity of a directors’ resolution without the requisite quorum has apparently not been the subject of judici......
  • Am. Wollastonite Mining v. Scott, (2004) 331 N.R. 200 (Motion)
    • Canada
    • Canada (Federal) Supreme Court (Canada)
    • May 6, 2004
    ...Corp. v. Frank E. Scott and Fraser Milner, a Partnership , a case from the British Columbia Court of Appeal dated November 19, 2003. See 189 B.C.A.C. 313; 309 W.A.C. 313. See Bulletin of Proceedings taken in the Supreme Court of Canada at pages 775 and 776, May 7, 2004. Motion dismissed. [E......

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