Olszewski v. Millennium III Properties Corp. et al., 2007 SKQB 257

• Judge: Wilkinson, J.
• Court: Court of Queen's Bench of Saskatchewan (Canada)
• Case Date: July 20, 2007
• Jurisdiction: Saskatchewan
• Citations: 2007 SKQB 257;(2007), 300 Sask.R. 128 (QB)

Olszewski v. Millennium III Prop. Corp. (2007), 300 Sask.R. 128 (QB)

MLB headnote and full text

Temp. Cite: [2007] Sask.R. TBEd. JL.049

Tom Olszewski (applicant) v. Millennium III Properties Corporation, Landesask Development Corp., Fortress Properties Inc., Everett Kearley, Marlo Kearley, Sarah Liddiard, John Kearley and Sheilagh Lepine (respondents)

(2006 Q.B. No. 1106; 2007 SKQB 257)

Indexed As: Olszewski v. Millennium III Properties Corp. et al.

Saskatchewan Court of Queen's Bench

Judicial Centre of Saskatoon

Wilkinson, J.

July 20, 2007.

Summary:

The applicant, a minority shareholder in three corporations controlled by a family, sought relief from oppression pursuant to s. 234 of the Business Corporations Act. Gerein, J., directed the trial of an issue as to whether the respondents' conduct amounted to oppression, or was unfairly prejudicial, or unfairly disregarded the applicant's interests. The respondents appealed and the applicant cross-appealed that decision. The applicant sought: completion of all financial statements for the fiscal periods ending July 15, 2006, a restated financial statement for one corporation to July 15, 2006 showing consulting fees reallocated in accordance with past practices and the profit-sharing agreement, repayment of his shareholder's loans, and an order granting his chartered business valuator reasonable access to the corporate records.

The Saskatchewan Court of Queen's Bench allowed the application in part.

Company Law - Topic 9796.1

Actions against corporations and directors - Action for oppressive conduct - Interim relief - The applicant, a minority shareholder in three corporations controlled by a family, sought relief from oppression pursuant to s. 234 of the Business Corporations Act - A trial was directed respecting the issue as to whether the respondents' conduct amounted to, inter alia, oppression - The respondents appealed and the applicant cross-appealed that decision - The applicant sought interim relief - The Saskatchewan Court of Queen's Bench stated that it was entitled to make an interim order to preserve the parties' rights until a decision respecting oppression was made - It ordered the corporations to complete all their annual financial statements, that the applicant be given access to the corporate records and that the corporations provide the applicant with numerous documents and information on an ongoing monthly basis - There was general acceptance by the parties that the applicant's shares should be purchased at fair market value - Therefore, the applicant had to have access to the necessary financial information in order to arrive at his own estimation of value.

Cases Noticed:

Walker v. Walker et al. (1996), 151 Sask.R. 207; 28 B.L.R.(2d) 312 (Q.B.), refd to. [para. 37].

Lee et al. v. To et al., [1998] 9 W.W.R. 1; 168 Sask.R. 66; 173 W.A.C. 66 (C.A.), refd to. [para. 38].

Naneff v. Con-Crete Holdings Ltd. et al. (1995), 85 O.A.C. 29; 23 O.R.(3d) 481 (C.A.), refd to. [para. 39].

Pelley v. Pelley et al. (2003), 221 Nfld. & P.E.I.R. 1; 661 A.P.R. 1; 2003 NLCA 6, refd to. [para. 40].

Main et al. v. Delcan Group Inc. (1999), 105 O.T.C. 27; 47 B.L.R.(2d) 200 (Sup. Ct.), refd to. [para. 41].

Deluce Holdings Inc. v. Air Canada et al. (1992), 12 O.R.(3d) 131 (Gen. Div.), refd to. [para. 42].

Chiaramonte v. World Wide Importing Ltd. (1996), 28 O.R.(3d) 641 (Gen. Div.), refd to. [para. 46].

Wind Ridge Farms Ltd. et al. v. Quadra Group Investments Ltd. et al. (1999), 180 Sask.R. 231; 205 W.A.C. 231; 178 D.L.R.(4th) 603 (C.A.), refd to. [para. 49].

Eiserman v. Ara Farms Ltd. and Eiserman (1988), 67 Sask.R. 1; 52 D.L.R.(4th) 498 (C.A.), refd to. [para. 50].

Hansen v. Eberle et al. (1997), 152 Sask.R. 138; 140 W.A.C. 138; 144 D.L.R.(4th) 422 (C.A.), refd to. [para. 51].

Budd v. Gentra Inc., [1995] O.J. No. 3043 (Gen. Div.), refd to. [para. 52].

May et al. v. Circumpacific Energy Corp. et al. (2004), 191 B.C.A.C. 300; 314 W.A.C. 300; 2004 YKCA 1, dist. [para. 55].

Authors and Works Noticed:

Welling, Bruce L., Corporate Law in Canada, The Governing Principles (1984), pp. 526, 533 [para. 38].

Counsel:

G. Richards, for the applicant;

D. Kowalishen, for the respondents.

This application was heard by Wilkinson, J., of the Saskatchewan Court of Queen's Bench, Judicial Centre of Saskatoon, who delivered the following fiat on July 20, 2007.