Indutech Canada Limited v. Gibbs Pipe Distributors Ltd.,

JudgeRomaine, J.
Neutral Citation2011 ABQB 38
Citation2011 ABQB 38,(2011), 508 A.R. 1 (QB),508 AR 1,[2011] AJ No 2789 (QL),508 A.R. 1,(2011), 508 AR 1 (QB),[2011] A.J. No 2789 (QL)
Date31 January 2011
CourtCourt of Queen's Bench of Alberta (Canada)

Indutech Can. Ltd. v. Gibbs Pipe Distr. (2011), 508 A.R. 1 (QB)

MLB headnote and full text

Temp. Cite: [2011] A.R. TBEd. FE.062

Indutech Canada Limited (plaintiff/defendant by counterclaim) v. Gibbs Pipe Distributors Ltd., Barry Gibbs Sales Limited, 724192 Alberta Ltd., 974038 Alberta Ltd., Borealis Fabrication Ltd., Barry Gibbs, Guy Gibbs, ABC Corp., Cladtech Canada Inc., Barry Kossowan, Kossowan Holdings Inc. and 1036795 Alberta Ltd. (defendants) and Gibbs Pipe Distributors Ltd. (plaintiff by counterclaim)

(0401 09099; 2011 ABQB 38)

Indexed As: Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd. et al.

Alberta Court of Queen's Bench

Judicial District of Calgary

Romaine, J.

January 31, 2011.

Summary:

The plaintiff, Indutech Canada Ltd., manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands. The defendants Gibbs Pipe Distributors Ltd. (GPD) and Barry Gibbs Sales Limited (BGS) (together with Guy Gibbs, Barry Gibbs, 724192 Alberta Ltd., and Borealis Fabrication Ltd., "the Gibbs Group") were related individuals and companies that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements. Indutech sued the defendants, alleging that the actions taken by GPD and BGS breached the agency agreements and the fiduciary and good faith duties owed by GPD and BGS to Indutech, in particular, as they related to the steps taken to set up Cladtech Canada Inc., a competitor in the business. Indutech further alleged that the individual defendants (Guy Gibbs, Barry Gibbs and Barry Kossowan), and through them, their corporations, induced the breach of the agency agreements by assisting in the set up of Cladtech and by other conduct. Indutech alleged that Guy Gibbs, Barry Gibbs and Barry Kossowan, and corporations they controlled, were co-conspirators with respect to the alleged breaches of duty, knowingly assisted in the breaches of fiduciary duty and unlawfully interfered with the economic relations of Indutech. Indutech also claimed that BGS, GPD and the Gibbs Group defendants further breached the terms of the agency agreements and sought damages or disgorgement of profits or restitution in connection with: 1. the prohibited supply of bulk welding wire to competitors; 2. the diversion of sales to third parties, including Cladtech; 3. the receipt of remuneration greater than the 5% mark-up allowed under the agency agreements; and 4. the loss of sales and the recovery of commissions and profits related to what was referred to as the Millennium Project. GPD counterclaimed, alleging that it was owed commissions pursuant to the 2002 agency agreement.

The Alberta Court of Queen's Bench held that Indutech established that BGS and GPD breached the agency agreements in multiple ways. Further, fiduciary obligations arose by reason of the agency relationship and BGS, GPD and the Gibbs group breached its fiduciary obligations to Indutech in a number of ways. Guy Gibbs, Barry Gibbs and Kossowan et al. were also found liable to Indutech for breach of fiduciary obligations by reason of the operation of the doctrine of knowing assistance. The court found all of the defendants liable for inducing the breach of the agency agreements. The court noted that while it found liability on other grounds, had it been necessary to do so, it would have found the defendants liable as parties to a conspiracy to unlawful means. The court assessed damages accordingly. The counterclaim was dismissed.

Agency - Topic 301

Creation of relations - General - The Alberta Court of Queen's Bench referred to the four-part definition of agency provided in Bowstead and Reynolds on Agency - See paragraph 375.

Agency - Topic 311

Creation of relations - General - Quasi-agency - The Alberta Court of Queen's Bench noted that Bowstead and Reynolds on Agency referred to two categories of quasi-agency - One of the categories was "canvassing" or "introducing" agents, described as persons hired to introduce parties desirous of entering into contracts, which were then left to enter into contracts between themselves - Such agents made no contracts and disposed of no property and their powers to alter their principals' legal relations were at best extremely limited - "'They do, however, act for their principals in a capacity which may involve the repose of trust and confidence, and hence may be subject in some respects to the fiduciary duties of agents towards their principals ... but ... because of the limited nature of their external powers to affect their principals' legal positions, are not agents in the full sense of the word'" - See paragraph 376.

Agency - Topic 311

Creation of relations - General - Quasi-agency - The Alberta Court of Queen's Bench noted that Bowstead and Reynolds on Agency referred to two categories of quasi-agency - One of the categories was "indirect representation", wherein a principal appointed an agent to deal on his behalf on the understanding that when dealing with any third party the agent would deal in his own name as principal - The author stated that "As between principal and agent, however, the relationship is one of agency; viz. the agent does not promise to achieve a result but only to use his best endeavours, he does not answer to his principal on the strict basis appropriate to seller or buyer (though he may have some of the rights of a seller, e.g. a lien), he is normally remunerated by commission, he owes fiduciary duties and thus may not without disclosure take commission from the other party; and he is in a sense under his principal's control" - See paragraph 377.

Agency - Topic 311

Creation of relations - General - Quasi-agency - The plaintiff, Indutech Canada Ltd., manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants Gibbs Pipe Distributors Ltd. (GPD) and Barry Gibbs Sales Limited (BGS) (together with Guy Gibbs, Barry Gibbs, 724192 Alberta Ltd., and Borealis Fabrication Ltd., "the Gibbs Group") were related individuals and companies that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - The Alberta Court of Queen's Bench stated that "The relationship between Indutech and GPD (and BGS) as set out in the Agency Agreements was not the classic relationship of principal and agent in which the agent had the power to affect the principal's legal relationship with third parties, but a "quasi-agency", or agency "in the broadest sense of the word", as described in Trophy Foods [NSCA 1995]. As noted by Hallett, J.A., the equitable duties implied by that relationship, to the extent they exist, must depend on the nature of the contracts between Indutech and GPD" - See paragraph 388.

Agency - Topic 3084

Relations between principal and agent - Agent's duty - General - Fiduciary duty - The Alberta Court of Queen's Bench stated that "With respect to the traditional categories of fiduciary relationship, a strong (but not irrebuttable) presumption arises that a fiduciary obligation is present ... The relationship of principal-agent is a traditional category of fiduciary relationship ..." - See paragraph 378.

Agency - Topic 3084

Relations between principal and agent - Agent's duty - General - Fiduciary duty - The plaintiff (Indutech) manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants Gibbs Pipe Distributors Ltd. (GPD) and Barry Gibbs Sales Limited (BGS) (together with Guy Gibbs, Barry Gibbs, 724192 Alberta Ltd., and Borealis Fabrication Ltd., "the Gibbs Group") were related individuals and companies that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - At issue was whether the defendants owed any fiduciary obligations to Indutech - The Alberta Court of Queen's Bench held that fiduciary obligations arose in this case by reason of the agency relationship (albeit not a traditional agency relationship) - The court listed a number of areas where the Gibbs group breached its fiduciary duty of good faith to Indutech - See paragraphs 390 and 391.

Contracts - Topic 3521

Performance or breach - Breach - General - The plaintiff (Indutech) alleged that the defendants (Gibbs Group) breached an agency agreement - The Alberta Court of Queen's Bench stated that "Much of the evidence adduced by the Gibbs Group defendants relates to the reasons why their breach or non-performance of the agency agreements was justified or commercially reasonable. However, even if the evidence establishes valid commercial reasons for breach or non-performance, non-performance of a contract to any degree, in any way, and regardless of intention, is a breach of contract unless otherwise excused by law ... As Indutech points out, breach of contract is actionable even absent an intent to breach or negligence in performance ... The major defences that may preclude liability would be a finding that the contract was frustrated, that the plaintiff failed to perform a condition precedent, or that the contract contained an exclusion clause permitting the breach ... None of these are present" - See paragraphs 361 and 362.

Contracts - Topic 4062

Remedies for breach - Accounting of profits (disgorgement) - When available or appropriate - The Alberta Court of Queen's Bench discussed the concept of disgorgement - See paragraphs 512 to 521 - The court stated that the case law established that disgorgement of the wrongdoer's profits was an appropriate remedy in at least three distinct circumstances: "where the wrongdoer's profits exceed the expected profit had the contract been performed; where the relationship, while not amounting to a fiduciary relationship, is akin to a fiduciary relationship; and where damages are inadequate and the plaintiff has a legitimate interest in preventing the defendant's profit-making activity" - See paragraph 522.

Contracts - Topic 4062

Remedies for breach - Accounting of profits (disgorgement) - When available or appropriate - The plaintiff, Indutech Canada Ltd., manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants were related individuals and companies that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - The plaintiff sued the defendants for damages for breach of contract, breach of fiduciary duties, inducing breach of contract, etc. - The Alberta Court of Queen's Bench allowed the action and assessed damages accordingly, including an award of damages for loss of opportunity arising out of breach of contract and an accounting of profits (breach of fiduciary duties) - The court stated that, having found that the relationship was fiduciary in nature, it was not necessary to resort to contractual disgorgement principles to justify the remedy of accounting of profits - However, if it were wrong in that determination, the court opined that this was an appropriate case to award an account of profits for the breaches of contract - See paragraphs 483 to 560.

Damage Awards - Topic 2018.1

Exemplary or punitive damages - Breach of contract - The plaintiff, Indutech Canada Ltd., manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants Gibbs Pipe Distributors Ltd. (GPD) and Barry Gibbs Sales Limited (BGS) (together with Guy Gibbs, Barry Gibbs, 724192 Alberta Ltd., and Borealis Fabrication Ltd., "the Gibbs Group") were related individuals and companies that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - The plaintiff sued the defendants for damages for breach of contract, breach of fiduciary duties, and inducing breach of contract - The Alberta Court of Queen's Bench allowed the action and awarded $150,000 punitive damages - The court stated that what the Gibbs Group defendants accomplished was to manipulate the market in specialized steel products to their own advantage for the four years of the agency agreement while lulling Indutech with contractual commitments that promised loyalty and exclusivity - While the compensatory awards were substantial and liability extended to Guy Gibbs and Barry Gibbs personally, they were insufficient to satisfy the need for deterrence and denunciation - The court stated that the message had to be delivered that this type of conduct in business had grave monetary consequences - See paragraphs 561 to 568.

Damage Awards - Topic 2030.2

Exemplary or punitive damages - Inducing or causing breach of contract - [See Damage Awards - Topic 2018.1 ].

Damage Awards - Topic 2030.5

Exemplary or punitive damages - Breach of fiduciary duty - [See Damage Awards - Topic 2018.1 ].

Damages - Topic 1296

Exemplary or punitive damages - General - The Alberta Court of Queen's Bench reviewed when punitive damages would be awarded - See paragraphs 561 to 564.

Damages - Topic 1297

Exemplary or punitive damages - Conditions precedent (or when awarded) - [See Damage Awards - Topic 2018.1 ].

Equity - Topic 1006

Equitable relief - General - Accounting of profits - [See second Contracts - Topic 4062 ].

Equity - Topic 3652

Fiduciary or confidential relationships - Breach of fiduciary relationship - Liability of third parties or accessories (incl. doctrines of knowing receipt or assistance) - The Alberta Court of Queen's Bench discussed the doctrine of knowing assistance as it applied in the context of breach of fiduciary duty - See paragraphs 413 to 416.

Equity - Topic 3652

Fiduciary or confidential relationships - Breach of fiduciary relationship - Liability of third parties or accessories (incl. doctrines of knowing receipt or assistance) - The Alberta Court of Queen's Bench stated that the necessary elements of knowing assistance were: "1. the existence of a trust or fiduciary relationship; 2. the trustee's or fiduciary's fraudulent or dishonest breaches of his or her equitable duty; 3. the stranger has actual knowledge of the misconduct, and 4. the stranger assists in the fraudulent or dishonest design" - See paragraph 416.

Equity - Topic 3652

Fiduciary or confidential relationships - Breach of fiduciary relationship - Liability of third parties or accessories (incl. doctrines of knowing receipt or assistance) - The plaintiff (Indutech) manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - At issue was whether certain of the defendants breached fiduciary obligations to Indutech, and if so whether other named defendants were also liable for those breaches by reason of the operation of the doctrine of knowing assistance - The Alberta Court of Queen's Bench found that certain defendants breached fiduciary obligations to Indutech and that certain of the other defendants had knowingly assisted and were therefore liable- See paragraphs 413 to 437.

Equity - Topic 3718

Fiduciary or confidential relationships - Commercial relationships - Broker (incl. agent) and principal - [See both Agency - Topic 3084 ].

Torts - Topic 5086

Interference with economic relations - Conspiracy - Conspiracy to injure - The plaintiff (Indutech) manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants were related entities that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - The plaintiff sued the defendants, alleging that the defendants were parties to a conspiracy to injure - The Alberta Court of Queen's Bench discussed the elements of the tort of conspiracy to injure - The court noted that while it found liability on other grounds, had it been necessary to do so, it would have found the defendants liable as parties to a conspiracy to unlawful means - See paragraphs 468 to 482.

Torts - Topic 5208

Interference with economic relations - Contracts - Inducing or procuring breach of contract - The plaintiff (Indutech) manufactured specialized steel products for sale to petroleum producers in the Alberta oil sands - The defendants were related entities that for a number of years marketed and sold Indutech's products in the oil sands, pursuant to two agency agreements - The plaintiff sued the defendants, alleging that certain of the defendants were liable for inducing breaches of the agency agreements - The Alberta Court of Queen's Bench discussed the elements of the tort of inducing breach of contract - The court found that all of the defendants were liable for inducing the breach of the agency agreements - See paragraphs 438 to 446.

Cases Noticed:

Hibberd et al. v. Hurricane Hydrocarbons Ltd. et al. (2006), 407 A.R. 1; 2006 ABQB 707, affd. (2007), 422 A.R. 18; 415 W.A.C. 18; 2007 ABCA 408, refd to. [para. 329].

Woods v. Moon (1923), 23 O.W.N. 582 (H.C.), refd to. [para. 330].

Scotsburn Co-Operative Services Ltd. v. Goodwin (W.T.) Ltd., [1985] 1 S.C.R. 54; 57 N.R. 81; 67 N.S.R.(2d) 163; 155 A.P.R. 163, refd to. [para. 370].

International Corona Resources Ltd. v. LAC Minerals Ltd., [1989] 2 S.C.R. 574; 101 N.R. 239; 36 O.A.C. 57, refd to. [para. 378].

Hodgkinson v. Simms et al., [1994] 3 S.C.R. 377; 171 N.R. 245; 49 B.C.A.C. 1; 80 W.A.C. 1, refd to. [para. 378].

Trophy Foods Inc. v. Scott et al. (1995), 140 N.S.R.(2d) 92; 399 A.P.R. 92 (C.A.), refd to. [para. 381].

Frame v. Smith and Smith, [1987] 2 S.C.R. 99; 78 N.R. 40; 23 O.A.C. 84, refd to. [para. 392].

Gunning and Associates Marketing Inc. v. Kesler et al., [2005] O.T.C. 204; 2005 CarswellOnt 1066 (Sup. Ct.), refd to. [para. 399].

Stahl v. Miller (1918), 56 S.C.R. 312, refd to. [para. 410].

Baker (Charles) Ltd. v. Baker, [1954] O.R. 418 (C.A.), refd to. [para. 410].

Hitchcock v. Sykes (1914), 49 S.C.R. 403, refd to. [para. 410].

Ruiter Engineering & Construction Ltd. v. 430216 Ontario Ltd. - see Ruiter Engineering & Construction Ltd. v. 441734 Ontario Ltd. et al.

Ruiter Engineering & Construction Ltd. v. 441734 Ontario Ltd. et al. (1989), 35 O.A.C. 230; 67 O.R.(2d) 587 (C.A.), refd to. [para. 410].

Manitoba & North-West Land Corp. v. Davidson (1903), 34 S.C.R. 255, refd to. [para. 410].

Aaron Acceptance Corp. v. Adam (1987), 12 B.C.L.R.(2d) 300 (C.A.), refd to. [para. 410].

Atlanta Industrial Sales Ltd. et al. v. Emerald Management & Realty Ltd. (2006), 399 A.R. 1; 2006 ABQB 255, refd to. [para. 410].

West-Can Communications Ltd. v. Standard International Underwriters Ltd. (1985), 65 A.R. 81 (Q.B.), refd to. [para. 410].

London Loan & Savings Co. of Canada v. Brickenden, [1934] 2 W.W.R. 545 (P.C.), refd to. [para. 410].

Klana v. Jones et al., [2003] O.T.C. 372; 35 B.L.R.(3d) 236 (Sup. Ct.), refd to. [para. 410].

Clifford & Associates Consulting Ltd. et al. v. Clifford et al. (1996), 83 B.C.A.C. 261; 136 W.A.C. 261 (C.A.), refd to. [para. 414].

Air Canada v. M & L Travel Ltd., Martin and Vaillant, [1993] 3 S.C.R. 787; 159 N.R. 1; 67 O.A.C. 1, refd to. [para. 415].

3464920 Canada Inc. v. Strother et al. (2005), 215 B.C.A.C. 9; 355 W.A.C. 9; 8 B.L.R.(4th) 4; 2005 BCCA 385, revd. in part [2007] 2 S.C.R. 177; 363 N.R. 123; 241 B.C.A.C. 108; 399 W.A.C. 108; 2007 SCC 24, refd to. [para. 415].

Brae Centre Ltd. v. 1044807 Alberta Ltd. et al. (2008), 446 A.R. 10; 442 W.A.C. 10; 2008 ABCA 397, refd to. [para. 420].

Douglas v. Hello! Ltd.; OBG Ltd. v. Allan; Mainstream Properties Ltd. v. Young - see OBG Ltd. et al. v. Allan et al.

OBG Ltd. et al. v. Allan et al., [2007] 4 All E.R. 545; 369 N.R. 66; [2007] UKHL 21, refd to. [para. 438].

369413 Alberta Ltd. v. Pocklington - see Gainers Inc. v. Pocklington Holdings Inc.

Gainers Inc. v. Pocklington Holdings Inc. (2000), 271 A.R. 280; 234 W.A.C. 280; 2000 ABCA 307, refd to. [para. 439].

Emerald Construction Ltd. v. Lowthian, [1966] 1 W.L.R. 691 (C.A.), refd to. [para. 440].

Canada Cement LaFarge Ltd. et al. v. British Columbia Lightweight Aggregate Ltd. et al., [1983] 1 S.C.R. 452; 47 N.R. 191, refd to. [para. 470].

Franklin Supply Co. et al. v. Midco Supply Co. et al. (1995), 172 A.R. 264 (Q.B.), refd to. [para. 473].

Recovery Production Equipment Ltd. v. McKinney Machine Co. (1995), 220 A.R. 1 (Q.B.), affd. (1998), 223 A.R. 24; 183 W.A.C. 24 (C.A.), refd to. [para. 474].

Naylor Group Inc. v. Ellis-Don Construction Ltd., [2001] 2 S.C.R. 943; 277 N.R. 1; 153 O.A.C. 341; 2001 SCC 58, refd to. [para. 488].

Eastwalsh Homes Ltd. v. Anatal Developments Ltd. (1993), 62 O.A.C. 20; 12 O.R.(3d) 675 (C.A.), leave to appeal refused (1993), 162 N.R. 399; 67 O.A.C. 79; 104 D.L.R.(4th) vii (S.C.C.), refd to. [para. 493].

Webb & Knapp (Canada) Ltd. v. Edmonton (City), [1970] S.C.R. 588, refd to. [para. 494].

Attorney General v. Blake, [2000] 4 All E.R. 385 (H.L.), refd to. [para. 513].

Bank of America Canada v. Mutual Trust Co. et al., [2002] 2 S.C.R. 601; 287 N.R. 171; 159 O.A.C. 1; 2002 SCC 43, refd to. [para. 519].

Jostens Canada Ltd. v. Gibsons Studio Ltd. et al. (1999), 122 B.C.A.C. 122; 200 W.A.C. 122; 1999 BCCA 273, refd to. [para. 521].

PTI Group Inc. v. BOT Engineering & Construction Ltd. - see PTI Group Inc. v. Quebec Ltée et al.

PTI Group Inc. v. Quebec Ltée et al. (1995), 166 A.R. 104 (Q.B.), refd to. [para. 528].

Canson Enterprises Ltd. et al. v. Boughton & Co. et al., [1991] 3 S.C.R. 534; 131 N.R. 321; 6 B.C.A.C. 1; 13 W.A.C. 1, refd to. [para. 529].

Polar Ice Express Inc. v. Arctic Glacier Inc. (2007), 434 A.R. 261; 2007 ABQB 717, refd to. [para. 544].

Miller (Ed) Sales and Rentals Ltd. v. Caterpillar Tractor Co. et al. (1996), 187 A.R. 81; 127 W.A.C. 81 (C.A.), leave to appeal refused (1997), 215 N.R. 159; 209 A.R. 400; 160 W.A.C. 400 (S.C.C.), refd to. [para. 545].

Miller (Ed) Sales and Rentals Ltd. v. Caterpillar Tractor Co. et al. (1994), 151 A.R. 1 (Q.B.), refd to. [para. 545].

Canadian Aero Services Ltd. v. O'Malley, [1974] S.C.R. 592, refd to. [para. 553].

Vorvis v. Insurance Corp. of British Columbia, [1989] 1 S.C.R. 1085; 94 N.R. 321, refd to. [para. 562].

Whiten v. Pilot Insurance Co. et al. (1999), 117 O.A.C. 201; 42 O.R.(3d) 641 (C.A.), revd. [2002] 1 S.C.R. 595; 283 N.R. 1; 156 O.A.C. 201; 2002 SCC 18, refd to. [para. 563].

Greycombe Associates Ltd. v. Northern Stag Industries Ltd. (1976), 14 O.R.(2d) 201 (H.C.), refd to. [para. 575].

McBride Metal Fabricating Corp. v. H & W Sales Co. (2002), 158 O.A.C. 214; 59 O.R.(3d) 97 (C.A.), refd to. [para. 577].

Authors and Works Noticed:

Berryman, Jeff, Equitable Compensation for Breach by Fact-Based Fiduciaries: Tentative Thoughts on Clarifying Remedial Goals (1999), 37 Alta. L. Rev. 95, pp. 98 [para. 525]; 101, 107, 108 [para. 410].

Bowstead and Reynolds on Agency (18th Ed. 2006), pp. 1 [para. 375]; 10 [paras. 376, 377]; 11 [para. 377].

Ellis, Mark Vincent, Fiduciary Duties in Canada (2004), pp. 1-6.1 [para. 410]; 3-12.1, 3-12.2 [paras. 330, 410]; 3-17 [para. 410]; 3-24 [paras. 410, 411]; 15-30.18, 15-30.19 [para. 414].

Finn, Paul D., The Liability of Third Parties for Knowing Receipt or Assistance, in Waters, Donovan W.M., Equity, Fiduciaries and Trusts (1993), pp. 200, 201, 204, 205 [para. 415].

Fridman, Gerald Henry Louis, The Law of Agency (4th Ed. 1976), generally [para. 380].

Fridman, Gerald Henry Louis, The Law of Contract in Canada (5th Ed. 2006), pp. 579 [para. 361]; 702 [para. 362].

Fridman, Gerald Henry Louis, The Law of Torts in Canada (2nd Ed. 2002), pp. 764, 769 [para. 481]; 770 [para. 473]; 803 [para. 558].

McCamus, John D., The Law of Contracts (2005), pp. 813, 814 [para. 485]; 974 [para. 518].

McLeish, John A., Contingencies; Loss of Interpersonal Relationships; The Material Contribution Test; and Punitive, Exemplary and Aggravated Damages, Special Lectures 2005: The Modern Law of Damages/Law Society of Upper Canada, p. 279 [para. 495].

Perell, Paul, Intermeddlers or Strangers to the Breach of Trust or Fiduciary Duty (1999), 21 Adv. Q. 94, pp. 106 [para. 416]; 107 [paras. 416, 421].

Waddams, Stephen M., The Law of Damages (2008 Looseleaf Ed.), pp. 2-1 to 2-3 [para. 487].

Waters, Donovan W.M., Equity, Fiduciaries and Trusts (1993), pp. 200, 201, 204, 205 [para. 415].

Counsel:

Gary B. Laviolette and J. Brown (Gowling Lafleur Henderson LLP), for the plaintiff/defendant by counterclaim), Indutech Canada Limited;

D.M. McLaughlin and J.M. Doyle (Field LLP), for the defendants, Gibbs Pipe Distributors Ltd., Barry Gibbs Sales Limited, Barry Gibbs and Guy Gibbs and solicitors for the plaintiff by counterclaim Gibbs Pipe Distributors;

Barry M. King (Strathcona Law Group), for the defendants, Barry Kossowan and Kossowan Holdings Inc.

This case was heard by Romaine, J., of the Alberta Court of Queen's Bench, Judicial District of Calgary, who delivered the following reasons for judgment on January 31, 2011.

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22 practice notes
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    ............................................... 433 The Law of equiTabLe Remedies 550 Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd., 2011 ABQB 38 ............. 495 Infini-T Holdings Ltd. v. Bell Aliant Regional Communications Inc., 2010 NLTD(G) 205 ............................................
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    ...NSCA 56 ........................................................................... 597 Indutech Canada Ltd v Gibbs Pipe Distributors Ltd, 2011 ABQB 38 ................ 675 Inini-T Holdings Ltd v Bell Aliant Regional Communications Inc, 2010 NLTD(G) 205 ...........................................
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    ...that it was owed commissions pursuant to the second agency agreement. The Alberta Court of Queen's Bench, in a decision reported at 508 A.R. 1, held that Indutech had established that BGS and GPD breached the agency agreements in multiple ways. Further, fiduciary obligations arose by reason......
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    ...523 A.R. 22; 45 Alta. L.R.(5th) 139; 2011 ABQB 244, refd to. [para. 195]. Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd. et al. (2011), 508 A.R. 1; 2011 ABQB 38, refd to. [para. 197]. Silvaniuk v. Stevens (1999), 244 A.R. 75; 209 W.A.C. 75; 1999 ABCA 191, refd to. [para. 214]. Costell......
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    • Mondaq Canada
    • April 22, 2020
    ...and 1971 CAPL Operating Provisions do not contain this deemed trust language. 7 Indutech Canada Limited v. Gibbs Pipe Distributors Ltd., 2011 ABQB 38 (CanLII) at paras 399 - 8 It is also possible to claim against recipients of funds under the Fraudulent Preferences Act if the funds have bee......
2 books & journal articles
  • Table of Cases
    • Canada
    • Irwin Books The Law of Equitable Remedies. Second Edition
    • June 18, 2013
    ............................................... 433 The Law of equiTabLe Remedies 550 Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd., 2011 ABQB 38 ............. 495 Infini-T Holdings Ltd. v. Bell Aliant Regional Communications Inc., 2010 NLTD(G) 205 ............................................
  • Equitable Compensation
    • Canada
    • Irwin Books The Law of Equitable Remedies. Second Edition
    • June 18, 2013
    ...who had sexually assaulted his daughter. 78 See McCamus, above note 21 at 325; and Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd. , 2011 ABQB 38 . 79 See Re Dawson , above note 26; and Target Holdings , above note 33. The L aw of equiTabLe Remedies 496 at the date of trial, not the da......

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