Axis Management Inc. v. Alsager, (2000) 197 Sask.R. 234 (QB)

• Judge: Rothery, J.
• Court: Court of Queen's Bench of Saskatchewan (Canada)
• Case Date: September 14, 2000
• Jurisdiction: Saskatchewan
• Citations: (2000), 197 Sask.R. 234 (QB);2000 SKQB 382

Axis Mgt. Inc. v. Alsager (2000), 197 Sask.R. 234 (QB)

MLB headnote and full text

Temp. Cite: [2000] Sask.R. TBEd. SE.028

Axis Management Inc. (plaintiff/defendant by counterclaim) v. Erick R. Alsager (defendant/plaintiff by counterclaim)

(1989 Q.B. No. 64; 2000 SKQB 382)

Indexed As: Axis Management Inc. v. Alsager

Saskatchewan Court of Queen's Bench

Judicial Centre of Battleford

Rothery, J.

September 14, 2000.

Summary:

Alsager, one of the two directors of the plaintiff American company, allegedly owed monies to the plaintiff. The other director (Prince) caused the company to sue the de­fendant director in debt. There was no board of directors meet­ing authoriz­ing the suit, nor did Alsager consent to it. Alsager applied to stay the action on the ground that it was com­­menced with­out proper auth­oriz­ation.

The Saskatchewan Court of Queen's Bench, in a judgment reported 143 Sask.R. 315, allowed the application and stayed the action, because it was unauthorized. Four years later, the plaintiff applied to lift the stay and Prince sought an order permitting him to bring a derivative action against Alsager on behalf of the plaintiff.

The Saskatchewan Court of Queen's Bench held that it had no jurisdiction to lift a stay imposed by another Queen's Bench judge. That request should have been made to the Court of Appeal. Further, since the plaintiff was incorporated in Texas and not under the Saskatchewan Business Corporations Act, the

court lacked jurisdiction to hear the applica­tion for a derivative action.

Company Law - Topic 9421

Actions by corporations - Derivative actions - General - The Saskatchewan Court of Queen's Bench held that where a com­pany was incorpor­ated in Texas and not under the Saskatchewan Business Cor­porations Act, the court lacked juris­diction to hear an application by a direc­tor/share­holder for an order permitting him to bring a deriva­tive action on behalf of the com­pany - See paragraphs 5 to 13.

Courts - Topic 566

Judges - Powers - To review orders of judge of same court - [See Practice - Topic 5285 ].

Practice - Topic 5285

Trials - General - Stay of proceedings - Lifting of stay - In 1996, a Queen's Bench judge stayed a company's action on the ground that it was unauthorized - In 2000, the company applied to another Queen's Bench judge to lift the stay - The Sas­katchewan Court of Queen's Bench held that "the effluxion of time does not permit me to sit on appeal of another judge's ruling. Any request to lift a stay ought to have been before the Court of Appeal, not another Chambers judge in the Court of Queen's Bench." - See paragraph 4.

Cases Noticed:

Voyage Co. Industries Inc. v. Craster et al., [1998] B.C.T.C. Uned. B38 (S.C.), refd to. [para. 7].

National Trust Co. v. Ebro Irrigation & Power Co. et al., [1954] 3 D.L.R. 326 (Ont. H.C.), refd to. [para. 7].

Merritt v. Copper Crown Co. (1902), 36 N.S.R. 383 (C.A.), dist. [para. 12].

Statutes Noticed:

Business Corporations Act, R.S.S. 1978, c. B-10, sect. 2(j) [para. 8].

Authors and Works Noticed:

Castel, J.G., Canadian Conflict of Laws (4th Ed. 1997), pp. 574, 575 [para. 7].

Counsel:

R.A. Gibbons, for the applicant;

J.A. Hesje, for the respondent.

This application was heard before Rothery, J., of the Saskatchewan Court of Queen's Bench, Judicial Centre of Battleford, who delivered the following judgment on Sep­tember 14, 2000.