Jackson v Jackson 3 Farms Ltd, 2015 ABQB 46

• Judge: W. S. Schlosser
• Court: Court of Queen's Bench of Alberta (Canada)
• Case Date: January 16, 2015
• Citations: 2015 ABQB 46

Jackson v. Jackson 3 Farms Ltd. (2015), 608 A.R. 192 (QBM)

MLB headnote and full text

Temp. Cite: [2015] A.R. TBEd. JA.137

Clark Edward Jackson (plaintiff) v. Jackson 3 Farms Ltd. and Warren Lyle Jackson (defendants)

(1003 08605; 2015 ABQB 46)

Indexed As: Jackson v. Jackson 3 Farms Ltd. et al.

Alberta Court of Queen's Bench

Judicial District of Edmonton

Schlosser, Master

January 16, 2015.

Summary:

Clark and Warren were equal shareholders in a corporation ("J3F"). J3F agreed to purchase Clark's interest. There was a dispute about the agreement's terms and it went into default. Clark, J3F and Warren renegotiated, resulting in another written agreement, which also went into default. Both agreements were partly performed. Clark sued J3F and Warren. They defended and counterclaimed on the basis that Clark kept certain J3F assets in satisfaction of the payment obligations under the second agreement. The parties disputed the terms of the second agreement. Clark said that it was $360,000, plus certain assets. Warren said that it was $278,553.32, all in. Several applications for summary judgment were brought, but adjourned. Clark applied for an oppression remedy.

A Master of the Alberta Court of Queen's Bench dismissed the application.

Company Law - Topic 9783

Actions against corporations and directors - Action for oppressive conduct - Persons entitled - Clark and Warren were equal shareholders in a corporation ("J3F") - J3F agreed to purchase Clark's interest - The parties disputed the agreement's terms - It went into default - Clark, J3F and Warren renegotiated, resulting in another written agreement, which also went into default - Both agreements were partly performed - Clark sued J3F and Warren - They defended and counterclaimed on the basis that Clark kept certain J3F assets in satisfaction of the payment obligations under the second agreement - The parties disputed the terms of the second agreement - Clark said that it was $360,000, plus certain assets - Warren said that it was $278,553.32, all in - Clark applied for an oppression remedy - A Master of the Alberta Court of Queen's Bench held that Clark was a "complainant" as defined in s. 239 of the Alberta Business Corporations Act (ABCA) - "He is a former shareholder (and has apparently unilaterally made himself a present shareholder without troubling any of the other shareholders). He fits prima facie within section 239(b) of the ABCA. In other words, he would ordinarily have status to bring an oppression action. ... Given the Applicant's status as a former shareholder, or former director, I need not consider whether Clark would also have status as a creditor per se. Allowing a creditor to seek this relief is discretionary under section 239(b)(iii)(B) and 239(b)(iv)." - See paragraphs 7 and 8.

Practice - Topic 5702

Judgments and orders - Summary judgments - Jurisdiction or when available or when appropriate - A Master of the Alberta Court of Queen's Bench stated that the fact that parties disagreed about facts might not necessarily act as a bar to summary relief - See paragraphs 9 to 13.

Practice - Topic 5702

Judgments and orders - Summary judgments - Jurisdiction or when available or when appropriate - Clark and Warren were equal shareholders in a corporation ("J3F") - J3F agreed to purchase Clark's interest - The parties disputed the agreement's terms - It went into default - Clark, J3F and Warren renegotiated, resulting in another written agreement, which also went into default - Both agreements were partly performed - Clark sued J3F and Warren - They defended and counterclaimed on the basis that Clark kept certain J3F assets in satisfaction of the payment obligations under the second agreement - The parties disputed the terms of the second agreement - Clark said that it was $360,000, plus certain assets - Warren said that it was $278,553.32, all in - Several applications for summary judgment were brought, but adjourned - Clark applied for an oppression remedy - A Master of the Alberta Court of Queen's Bench dismissed the application - The court stated that "Even though the Applicant has status as a former director or former shareholder, he is essentially a creditor, seeking creditor's relief. ... [T]here is ... too great a factual separation between the two sides on the terms of the underlying agreement. If it were just a question of whether the Defendants owed $278,000.00, or $360,000.00, a remedy might be crafted with respect to the portion not in dispute. However, the difficulty is that the Respondents have claimed a set-off in respect of property retained by the Applicant, which they say sets off the entire debt. ... [T]his is a matter that cannot be determined summarily. I am not able even to give judgment subject to an accounting." - See paragraphs 9 to 17.

Practice - Topic 5706

Judgments and orders - Summary judgments - Counterclaim or set-off - [See second Practice - Topic 5702 ].

Practice - Topic 5708

Judgments and orders - Summary judgments - Bar to application - Existence of issue to be tried - [See both Practice - Topic 5702 ].

Cases Noticed:

Larouche v. Wachowich, [2015] A.R. TBEd. JA.151; 2015 ABQB 25, refd to. [para. 9].

1214777 Alberta Ltd. et al. v. 480955 Alberta Ltd., [2014] A.R. Uned. 330; 2014 ABQB 301, refd to. [para. 10].

Schaffer v. Lalonde et al. (2014), 587 A.R. 157; 2014 ABQB 222 (Master), refd to. [para. 11].

Sherwood Steel Ltd. v. Odyssey Construction Inc. (2014), 59 C.P.C.(7th) 22; 2014 ABCA 320, refd to. [para. 12].

BCE Inc. v 1976 Debentureholders - see Aegon Capital Management Inc. et al. v. BCE Inc. et al.

Aegon Capital Management Inc. et al. v. BCE Inc. et al., [2008] 3 S.C.R. 560; 383 N.R. 119; 2008 SCC 69, refd to. [para. 14].

315888 Alberta Ltd. v. First Edmonton Place Ltd. - see First Edmonton Place Ltd. v. 315888 Alberta Ltd.

First Edmonton Place Ltd. v. 315888 Alberta Ltd. (1988), 40 B.L.R. 28 (Q.B.), varied (1989), 45 B.L.R. 110 (C.A.) refd to. [paras. 15, 16].

Beier et al. v. Proper Cat Construction Ltd. et al. (2013), 564 A.R. 357; 2013 ABQB 351, refd to. [para. 17].

Counsel:

Nestor Makuch (Wheatley Sadownik), for the plaintiff;

Kate Hurlburt and Patricia Gonzalex (Emery Jamieson LLP), for the defendants.

This application was heard by Schlosser, Master, of the Alberta Court of Queen's Bench, Judicial District of Edmonton, who delivered the following decision on January 16, 2015.