Field et al. v. Bachynski et al., (1976) 1 A.R. 491 (CA)

JudgeMcGillivray, C.J.A., Prowse and Moir, JJ.A.
CourtCourt of Appeal (Alberta)
Case DateNovember 22, 1976
Citations(1976), 1 A.R. 491 (CA)

Field v. Bachynski (1976), 1 A.R. 491 (CA)

MLB headnote and full text

Field et al. v. Bachynski et al.

Indexed As: Field et al. v. Bachynski et al.

Alberta Supreme Court

Appellate Division

McGillivray, C.J.A., Prowse and Moir, JJ.A.

November 22, 1976.

Summary:

This case arose out of the interpretation of an agreement by nine shareholders to transfer their shares to a voting trust. The nine shareholders held 51 per cent of the shares of a cable television company in Edmonton, Alberta. The voting trust was created so that the nine shareholders would vote as a block at shareholder's meetings of the company. At a meeting of the nine contributing shareholders a motion, respecting the nomination of directors, was approved by less than five shareholders. The shareholders who approved the motion represented the majority of the shares held by the nine shareholders. The trial court interpreted the voting trust agreement and held that the motion was valid and that each of the contributing partners had votes based on share ownership.

On appeal to the Alberta Court of Appeal the appeal was allowed and the judgment of the trial court was set aside. The Alberta Court of Appeal declared the motion void. The Alberta Court of Appeal stated that each contributing partner had only one vote and that the partners did not have votes based on share ownership.

Moir, J.A., dissenting, in the Alberta Court of Appeal, would have dismissed the appeal and would have affirmed the judgment of the trial court - see paragraphs 44 to 63.

Company Law - Topic 2526

Shareholders - Shares - Voting trusts - Voting by contributors to a voting trust - Nine shareholders held 51 per cent of the shares of a cable television company in Edmonton, Alberta - The nine shareholders agreed to transfer their shares to a voting trust for the purpose of voting as a block at shareholder's meetings - At a meeting of the nine contributing shareholders a motion, respecting the nomination of directors, was approved by less than five shareholders - The shareholders who approved the motion represented a majority of the shares held by the nine shareholders - Whether the motion should have been approved by five of the nine shareholders regardless of share ownership - The Alberta Court of Appeal declared the motion void - The Alberta Court of Appeal stated that each contributing partner had one vote and that the partners did not have votes based on share ownership.

Cases Noticed:

Const. v. Harris, 37 E.R. 1191, folld. [paras. 17, 39].

Great Western Railway Company v. Rushout, 64 E.R. 1121; 5 De. G. & SM. 309, folld. [para. 40].

Attorney General v. Drummon (1842), 1 Dr. amd War. 352, folld. [para. 58].

Watcham v. Attorney General of the East Africa Protectorate, [1969] A.C. 533, folld. [para. 59].

Canadian Delhi Oil v. Alminex (1967), 62 W.W.R. 513, folld. [para. 59].

Marwood v. Canadian Credit Corporation, [1930] 3 D.L.R. 719, folld. [para. 59].

Counsel:

J.E. Redmond, Q.C., for the appellants;

J.P. Brumlik, Q.C. and J.E. Cote, for the respondents.

The judgment of the Alberta Court of Appeal was delivered on November 22, 1976, at Edmonton, Alberta and the following opinions were filed:

McGILLIVRAY, C.J.A. - see paragraphs 1 to 32.

PROWSE, J.A. - see paragraphs 32 to 43.

MOIR, J.A., dissenting - see paragraphs 44 to 63.

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2 practice notes
  • Canco Manufacturing Holdings ULC v. PFI Interests,
    • Canada
    • Supreme Court of Nova Scotia (Canada)
    • 16 Noviembre 2021
    ...between two persons for the benefit of a third party."   34      In Field v. Bachynski (1976), 1 A.R. 491 (C.A.), Prowse J.A. stated at p. Under the voting trust agreement the parties gave up a property right — the right to vote their......
  • Zeidler v. Campbell, (1988) 88 A.R. 321 (QB)
    • Canada
    • Alberta Court of Queen's Bench of Alberta (Canada)
    • 16 Mayo 1988
    ...Company v. National Trust Company (1903), 7 O.L.R. 1, affd. (1905), 10 O.L.R. 41 (Ont. C.A.), refd to. [para. 30]. Field v. Bachynski (1976), 1 A.R. 491, refd to. [para. Birks et al. v. Birks, 15 E.T.R. 208, refd to. [para. 38]. Statutes Noticed: Trustee Act, R.S.A. 1980, c. T-10, sect. 42 ......
2 cases
  • Canco Manufacturing Holdings ULC v. PFI Interests,
    • Canada
    • Supreme Court of Nova Scotia (Canada)
    • 16 Noviembre 2021
    ...between two persons for the benefit of a third party."   34      In Field v. Bachynski (1976), 1 A.R. 491 (C.A.), Prowse J.A. stated at p. Under the voting trust agreement the parties gave up a property right — the right to vote their......
  • Zeidler v. Campbell, (1988) 88 A.R. 321 (QB)
    • Canada
    • Alberta Court of Queen's Bench of Alberta (Canada)
    • 16 Mayo 1988
    ...Company v. National Trust Company (1903), 7 O.L.R. 1, affd. (1905), 10 O.L.R. 41 (Ont. C.A.), refd to. [para. 30]. Field v. Bachynski (1976), 1 A.R. 491, refd to. [para. Birks et al. v. Birks, 15 E.T.R. 208, refd to. [para. 38]. Statutes Noticed: Trustee Act, R.S.A. 1980, c. T-10, sect. 42 ......

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