Pollock v. Sasktech Inspection Ltd. et al., (2013) 432 Sask.R. 227 (QB)

• Judge: Kovach, J.
• Court: Court of Queen's Bench of Saskatchewan (Canada)
• Case Date: November 19, 2013
• Jurisdiction: Saskatchewan
• Citations: (2013), 432 Sask.R. 227 (QB);2013 SKQB 409

Pollock v. Sasktech Inspection Ltd. (2013), 432 Sask.R. 227 (QB)

MLB headnote and full text

Temp. Cite: [2013] Sask.R. TBEd. DE.064

Doug Pollock (plaintiff/applicant) v. Sasktech Inspection Ltd. (defendant/respondent) and Bradley Herperger, Mary Herperger, Curtis Halbgewachs, Derrick Tucker, Bramar Holdings Inc. and Stuart Isted and MNP LLP and Nadine Wightman (proposed defendants)

(2012 Q.B.G. No. 514; 2013 SKQB 409)

Indexed As: Pollock v. Sasktech Inspection Ltd. et al.

Saskatchewan Court of Queen's Bench

Judicial Centre of Regina

Kovach, J.

November 19, 2013.

Summary:

Pollock was employed by Sasktech from 1999 to 2010. In 2006, he purchased $260,000 worth of shares in Sasktech. In the spring of 2010, Acuren Group Inc. expressed a desire to acquire Sasktech or its shares. The directors of Sasktech refused the offer. In July 2010, Pollock was advised that he was being terminated for cause. Sasktech redeemed Pollock's shares for $452,000. In December 2011, Acuren acquired shares of Sasktech. In March 2012, Pollock issued a statement of claim against Sasktech, alleging wrongful dismissal and issues respecting the redemption of his shares. He applied to amend his statement of claim to (1) incorporate an oppression remedy claim under s. 234 of the Business Corporations Act; (2) incorporate a claim for breach of contract; and (3) add certain shareholders, directors and officers of Sasktech as defendants.

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

Limitation of Actions - Topic 15

General principles - Discoverability rule - Application of - [See Practice - Topic 2111 ].

Limitation of Actions - Topic 9305

Postponement or suspension of statute - Discoverability rule - [See Practice - Topic 2111 ].

Practice - Topic 666

Parties - Adding or substituting parties - Adding or substituting defendants - Application of limitation periods - [See Practice - Topic 2111 ].

Practice - Topic 672

Parties - Adding or substituting parties - Adding or substituting defendants - Circumstances when allowed - [See Practice - Topic 2111 ].

Practice - Topic 2110

Pleadings - Amendment of pleadings - Adding new cause of action or "claim" - [See Practice - Topic 2111 ].

Practice - Topic 2111

Pleadings - Amendment of pleadings - Prohibition against adding new action or "claim" which is statute barred (incl. exceptions) - Pollock was employed by Sasktech from 1999 to 2010 - In 2006, he purchased $260,000 worth of shares in Sasktech and entered into Sasktech's unanimous shareholders agreement - In the spring of 2010, Acuren Group Inc. expressed a desire to acquire Sasktech or its shares - The directors of Sasktech refused the offer - In July 2010, Pollock was advised that he was being terminated for cause - Sasktech redeemed Pollock's shares for $452,000 - In December 2011, Acuren acquired shares of Sasktech - In March 2012, Pollock issued a statement of claim against Sasktech, alleging wrongful dismissal and issues respecting the redemption of his shares - He applied to amend his statement of claim to add an oppression remedy claim under s. 234 of the Business Corporations Act, a claim for breach of contract, and to add certain shareholders, directors and officers of Sasktech as defendants - The Saskatchewan Court of Queen's Bench allowed the amendments - Pollock's amended claims might not be outside the limitation period in s. 5 of the Limitations Act if they related to the December 2011 sale to Acuren (through the argument that Pollock was fired so that the defendants could sell his shares for their own profit) - Even if the amendments were statute barred, they were allowed under s. 20 of the Act - The original and proposed claims had a close temporal and factual relationship that could be said to arise out of the "same transaction or occurrence" - The events which grounded all of the claims were the termination of Pollock's employment and the redemption of his shares - None of the defendants would be prejudiced by the delay - The only litigation step Sasktech had taken was filing its statement of defence and all of the defendants had knowledge of the facts giving rise to the new causes of action - The amendments accorded with former Queen's Bench Rules 165 and 37(2) in that they disclosed a prima facie meritorious claim and there was no injustice to the defendants.

Cases Noticed:

Delta-T Corp. v. Terra Grain Fuels Inc., [2011] Sask.R. Uned. 173; 6 C.L.R.(4th) 227; 2011 SKQB 255, refd to. [para. 17].

Bourgault Industries Ltd. v. Canada (Attorney General) (2011), 366 Sask.R. 312; 506 W.A.C. 312; 2011 SKCA 29, refd to. [para. 18].

Fillion v. Wolverine et al. (2001), 203 Sask.R. 288; 240 W.A.C. 288; 2001 SKCA 30, refd to. [para. 20].

Cameco Corp. v. Insurance Co. of the State of Pennsylvania et al. (2008), 310 Sask.R. 89; 423 W.A.C. 89; 2008 SKCA 54, refd to. [para. 20].

Duke et al. v. Vervaeck (2000), 197 Sask.R. 253; 2000 SKQB 414, refd to. [para. 23].

Stomp Pork Farm Ltd. v. Lombard General Insurance Co. of Canada et al. (2008), 316 Sask.R. 262; 2008 SKQB 405, leave to appeal dismissed (2008), 314 Sask.R. 175; 435 W.A.C. 175; 2008 SKCA 146, refd to. [para. 23].

Klaptchuk v. Tiefenbach et al. (2012), 398 Sask.R. 100; 2012 SKQB 195, refd to. [para. 23].

Stockbrugger Estate v. Wolfe Estate, Rachul and Sandstra Bros. Transport Ltd., [1987] 4 W.W.R. 759; 59 Sask.R. 96 (C.A.), refd to. [para. 26].

Dusterbeck v. Beitel, [1988] 6 W.W.R. 669 (Sask. C.A.), refd to. [para. 31].

Saskatchewan Institute of Applied Science and Technology et al. v. Hagblom Construction (1984) Ltd. et al. (2003), 240 Sask.R. 208; 2003 SKQB 478, refd to. [para. 47].

Ayers et al. v. Summach et al. (2011), 383 Sask.R. 170; 2011 SKQB 360, refd to. [para. 49].

Counsel:

F.C. Zinkhan, for the plaintiff/applicant;

P.J. Gallet, for the defendant/respondent;

R.J. Rath, for the proposed defendants.

This application was heard before Kovach, J., of the Saskatchewan Court of Queen's Bench, Judicial Centre of Regina, who delivered the following judgment on November 19, 2013.