Safarik v. Ocean Fisheries Ltd. et al., (1995) 64 B.C.A.C. 14 (CA)
| Judge | Carrothers, Southin and Donald, JJ.A. |
| Court | Court of Appeal (British Columbia) |
| Case Date | September 20, 1995 |
| Jurisdiction | British Columbia |
| Citations | (1995), 64 B.C.A.C. 14 (CA);1995 CanLII 6269 (BC CA);12 BCLR (3d) 342;22 BLR (2d) 1;64 BCAC 14 |
Safarik v. Ocean Fisheries Ltd. (1995), 64 B.C.A.C. 14 (CA);
105 W.A.C. 14
MLB headnote and full text
Gordon William Safarik (petitioner/respondent/appellant by cross-appeal) v. Ocean Fisheries Limited (respondent/appellant/respondent by cross-appeal) and Edward John Safarik, Edward Anthony Safarik Jr., Murray Robert Safarik and Douglas Richard Safarik (respondents/respondents)
(CA017791; CA018274)
Indexed As: Safarik v. Ocean Fisheries Ltd. et al.
British Columbia Court of Appeal
Carrothers, Southin and Donald, JJ.A.
September 20, 1995.
Summary:
The plaintiff shareholder sued his father and three brothers, all of whom were the shareholders in a closely-held family corporation. The plaintiff alleged that he was oppressed and unfairly prejudiced within the meaning of ss. 224(1)(a) and (b) of the Company Act. The action was allowed against the corporation, with the court ordering the company to purchase the plaintiff's shares. The company appealed. The plaintiff cross-appealed against the amount fixed for the purchase of his shares.
The British Columbia Court of Appeal ruled that there were grounds to grant a winding-up of the company, but ordered a further hearing on just what the court's final order should be.
See also related cases at 40 B.C.A.C. 202; 65 W.A.C. 202; 41 B.C.A.C. 304; 66 W.A.C. 304 and 43 B.C.A.C. 171; 69 W.A.C. 171.
Company Law - Topic 8407
Winding-up legislation - Winding-up order - Grounds for - Just and equitable - [See Company Law - Topic 8410 ].
Company Law - Topic 8410
Winding-up legislation - Winding-up order - Grounds for - Exclusion from management - The petitioner owned 31 percent of the common shares and 25 percent of the class B preferred shares of a closely-held family corporation - His father and three brothers were the other shareholders; he himself was never a director - The company, acting within its articles of incorporation, dismissed him from his employment with the company - The British Columbia Court of Appeal held that in the case of a family company, where one member, after many years of service, was no longer permitted to participate in the business, it was just and equitable to wind up the company under s. 295(3) of the Company Act.
Cases Noticed:
Low and Anderson v. Ascot Jockey Club Ltd. et al. (1986), 1 B.C.L.R.(2d) 123 (S.C.), refd to. [para. 50].
Diligenti v. RWMD Operations Kelowna Ltd. (1976), 1 B.C.L.R. 36 (S.C.), refd to. [para. 50].
Scottish Co-operative Wholesale Society Ltd. v. Meyer, [1958] 3 All E.R. 66 (H.L.), consd. [para. 57].
Ebrahimi v. Westbourne Galleries, [1972] 2 All E.R. 492; [1973] A.C. 360 (H.L.), refd to. [para. 57].
Buckley et al. v. British Columbia Teachers' Federation (1994), 40 B.C.A.C. 135; 65 W.A.C. 135; 86 B.C.L.R.(2d) 303 (C.A.), refd to. [para. 57].
Fildes Bros. Ltd., Re, [1970] 1 All E.R. 923, refd to. [para. 94].
Statutes Noticed:
Company Act, R.S.B.C. 1979, c. 59, sect. 224 [para. 1]; sect. 224(1) [para. 50]; sect. 224(2)(f) [para. 86]; sect. 295 [para. 9]; sect. 295(3)(a) [para. 88]; sect. 296 [para. 9].
Authors and Works Noticed:
Megarry, Robert, Miscellany-at-Law, Table Talk of John Selden (1927), p. 43 (1955), p. 139 [para. 90].
Counsel:
D.B. Kirkham, Q.C., and G. Tucker, for the appellant, respondent by cross-appeal;
S.J. Mulhall and S. Antle, for the respondent, appellant by cross-appeal;
K. Bowman, for the respondents (appeal CA018274), Edward John Safarik and others.
This appeal was heard in Vancouver, British Columbia, on June 26 to 29, 1995, before Carrothers, Southin and Donald, JJ.A., of the British Columbia Court of Appeal. The decision of the court was delivered on September 20, 1995, and the following opinions were filed:
Southin, J.A. (Carrothers, J.A., concurring) - see paragraphs 1 to 117;
Donald, J.A. - see paragraphs 118 to 122.
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