Digest: Loraas v Loraas Disposal Services Ltd., 2018 SKQB 130

• Date: April 30, 2018

Reported as: 2018 SKQB 130

Docket Number: QBG 1849/17 JCS , QB17524

Court: Court of Queen's Bench

Date: 2018-04-30

Judges:

• Scherman

Subjects:

• Injunction � Interlocutory Injunction � Requirements
• Statutes � Interpretation � Business Corporations Act, Section 97, Section 115, Section 240

Digest: The applicant sought an order pursuant to s. 240 of The Business Corporations Act restraining the respondent from causing Loraas Disposal Services (LDS) from incurring any obligations to make any payment that was out of the ordinary course of the traditional business of LDS or that was in excess of $250,000 or to enter into any lease, sale or purchase of real property without the prior written approval of the applicant. LDS was incorporated in 1967 by the respondent to provide waste management services in Saskatoon. In 1972, LDS expanded into Regina and the plaintiff, the brother of the respondent, moved to Regina to manage that division. At that time, he became an equal shareholder in LDS and joined his brother as one of its two directors. In 1972 the respondent said that he and the plaintiff agreed that they would each have the authority to manage LDS�s business in their respective divisions and that there was no directors� resolution or other documentation of it, but the arrangement was practiced for the following 46 years. The applicant agreed that that had been the arrangement, but that there was no agreement and from time to time there were at least consultations on major matters. He argued that he was entitled to terminate the previous arrangement and had recently expressly terminated it. The plaintiff and the respondent became estranged. Each of them brought applications in the Court of Queen�s Bench for an order pursuant to s. 232(1) of the Act granting leave to commence derivative actions on behalf of LDS against each other. The respondent brought an application under s. 207 for liquidation and dissolution of LDS and under s. 234 of the Act for relief of alleged oppressive conduct by the applicant. The applicant agreed that there was irreparable conflict that needed to be resolved. Each of the parties held different views of the appropriate remedy. The application for an injunction was prompted because the respondent had recently entered into a lease of real property from a corporation beneficially owned by his children and had caused LDS to spend $2,000,000 to acquire composting equipment and intended to...