Jacobsen v. United Canso Oil & Gas Ltd., (1980) 40 N.S.R.(2d) 692 (TD)

• Judge: Hallett, J.
• Court: Supreme Court of Nova Scotia (Canada)
• Case Date: June 19, 1980
• Jurisdiction: Nova Scotia
• Citations: (1980), 40 N.S.R.(2d) 692 (TD)

Jacobsen v. United Canso Oil (1980), 40 N.S.R.(2d) 692 (TD);

    73 A.P.R. 692

MLB headnote and full text

Jacobsen v. United Canso Oil & Gas Ltd.

(S.H. No. 27801)

Indexed As: Jacobsen v. United Canso Oil & Gas Ltd.

Nova Scotia Supreme Court

Trial Division

Hallett, J.

June 20, 1980.

Summary:

This headnote contains no summary.

Company Law - Topic 2170

Shareholders - Shareholders rights - Application for rectification of oppressive or unfairly prejudicial acts by company - In the context of bitter dispute over the management of a company a shareholder brought an application for an order requiring certain procedures to ensure a procedurally correct and fair annual meeting of the shareholder's company - The shareholder claimed that the board of directors were using their powers to preserve their position and attack the position of dissident shareholders - The Nova Scotia Supreme Court, Trial Division, dismissed the application after an examination of the context of the dispute and the actions of the board of directors - The Trial Division found that the actions of the board of directors were not oppressive or unfairly prejudicial to the shareholders within the meaning of paragraph 5 of the Third Schedule of the Companies Act, R.S.N.S. 1967, c. 42.

Estoppel - Topic 386

Estoppel by record - Res judicata as bar to subsequent proceedings - Issues decided in prior proceedings - The Alberta Court of Queen's Bench on a preliminary point of law decided that a company by-law, which provided that no person was entitled to vote more than one thousand shares notwithstanding the number of shares actually held, was contrary to the Canada Business Corporations Act - At about the same time the company's registration was transferred to Nova Scotia, where in simultaneous litigation between the same parties, the issue of the by-law arose again - The Nova Scotia Supreme Court, Trial Division, held that the decision of the Alberta Court of Queen's Bench that the by-law was contrary to the Canada Business Corporations Act had no relevance to the Nova Scotia action, because the issue in the Nova Scotia action was whether the by-law was contrary to the Nova Scotia Companies Act - See paragraphs 2 to 4, 28, 29, 33.

Cases Noticed:

Jacobsen v. United Canso Oil & Gas Ltd. (1980), 23 A.R. 512, refd to. [para. 2].

Statutes Noticed:

Canada Business Corporations Act, S.C. 1974-75, c. 33, sect. 182 [para. 15].

Companies Act, R.S.N.S. 1967, c. 42, sect. 119B(1) [para. 9]; sect. 119B(4) [para. 10]; Third Schedule, para. 5 [paras. 13, 19]; para. 6 [para. 14].

Counsel:

John H. Dickey, Q.C., and George B. Robertson, Q.C., for the plaintiff;

G. David N. Covert and J. Gerald Godsoe, for the defendant.

This case was heard on June 19, 1980, at Halifax, Nova Scotia, before HALLETT, J., before the Nova Scotia Supreme Court, Trial Division, who delivered the following judgment on June 20, 1980: