Winnipeg Winter Club v. Thorsteinson, (1997) 119 Man.R.(2d) 300 (QB)

• Judge: De Graves, J.
• Court: Court of Queen's Bench of Manitoba (Canada)
• Case Date: June 02, 1997
• Jurisdiction: Manitoba
• Citations: (1997), 119 Man.R.(2d) 300 (QB)

Winter Club v. Thorsteinson (1997), 119 Man.R.(2d) 300 (QB)

MLB headnote and full text

Temp. Cite: [1997] Man.R.(2d) TBEd. JN.033

Winnipeg Winter Club (plaintiff) v. Douglas T. Thorsteinson (defendant)

(Suit No. 96-06-00255)

Winnipeg Winter Club (plaintiff) v. David D. Moxley (defendant)

(Suit No. 96-06-00270)

Winnipeg Winter Club (plaintiff) v. Randy Gadowski (defendant)

(Suit No. 96-06-00271)

Winnipeg Winter Club (plaintiff) v. Greg Gillis (defendant)

(Suit No. 96-06-00287)

Indexed As: Winnipeg Winter Club v. Thorsteinson

Manitoba Court of Queen's Bench

St. Boniface Centre

De Graves, J.

June 2, 1997.

Summary:

The Winnipeg Winter Club passed a reso­lution assessing a levy on each fully paid up member to meet the fiscal needs of the club. Four members resigned and declined to pay the levy. The club sued the four former members. The club obtained judgment in three cases and the action was dismissed in the fourth case because the club failed to appear. The three former members appealed the decisions against them and the club appealed the default judgment.

The Manitoba Court of Queen's Bench allowed the club's action against the four former members, holding that they were liable to pay the levy.

Company Law - Topic 1085

Incorporation and organization - Corpora­tions created by special statute - Powers of - The Winnipeg Winter Club was in­corporated by special statute - The club passed a resolution assessing a levy on each fully paid up shareholder member to meet the fiscal needs of the club - Four members resigned and declined to pay the levy - They submitted that an assessment could not be made against fully paid up members; that the club had no authority under its incorporating act to impose the levy; and that to continue members' liabi­lity after resignations amounted to oppres­sive conduct - The Manitoba Court of Queen's Bench held that the club was authorized to assess the levy and the four former shareholder members were liable to pay the levy - See paragraphs 3 to 42.

Company Law - Topic 2170

Shareholders - Shareholders' rights - To rectify oppressive or unfairly prejudicial act - The Winnipeg Winter Club was incorporated by special act - The club assessed a levy against its fully paid up shareholder members to meet the fiscal needs of the club - Four shareholder members resigned and declined to pay the levy - The club's bylaws provided that members remained liable for dues, fees and assessments for up to six months after resignation - The former shareholder members alleged that the continuing liabi­lity without corresponding benefit amounted to oppression - The Manitoba Court of Queen's Bench rejected the alle­gation - See paragraphs 34 to 42.

Company Law - Topic 2702

Shareholders - Liability of shareholders to company - Liability limited to price of shares -The Winnipeg Winter Club was incorporated by special act - The club passed a resolution assessing a levy on each fully paid up shareholder member to meet the fiscal needs of the club - Four shareholder members resigned and declined to pay the levy - They alleged that assessments against fully paid shares contravened the Corporations Act, s. 25(2) - The Manitoba Court of Queen's Bench held that s. 10 of the special act exempted the club from the operation of s. 25(2) of the Corporations Act - Also the special act empowered the club to pass the resolution assessing the levy - See paragraphs 13 to 25.

Cases Noticed:

Case v. Edmonton Country Club Ltd., [1975] 1 S.C.R. 534; 1 N.R. 563; 44 D.L.R.(3d) 554, refd to. [para. 18].

R. v. Greenwood (1992), 56 O.A.C. 321; 7 O.R.(3d) 1 (C.A.), refd to. [para. 24].

Ottawa (City) v. Eastview (Town), [1941] S.C.R. 448, refd to. [para. 24].

Dunn v. Dunn Estate et al. (1992), 9 O.R.(3d) 95 (Gen. Div.), affd. (1993), 61 O.A.C. 109; 12 O.R.(3d) 601 (Div. Ct.), refd to. [para. 24].

Vidéotron Ltée et Premier Choix: TVEC Inc. v. Industries Microlec produits èlec­troniques Inc. et autres, [1992] 2 S.C.R. 1065; 141 N.R. 281; 50 Q.A.C. 161, refd to. [para. 24].

Quebec v. Carrières Ste-Thérère Ltée, [1985] 1 S.C.R. 831; 59 N.R. 391; 20 D.L.R.(4th) 602, refd to. [para. 24].

R. v. Canadian Broadcasting Corp. (1992), 72 C.C.C.(3d) 545 (Ont. Gen. Div.), affd. (1993), 84 C.C.C.(3d) 574 (Ont. C.A.), refd to. [para. 24].

Statutes Noticed:

Corporations Act, R.S.M. 1987, c. C-225; C.C.S.M., c. C-225. sect. 1(1), sect. 2(1), sect. 25(1), sect. 25(2) [para. 17].

Winnipeg Winter Club Incorporation Act, R.S.M. 1990, c. 229, sect. 10 [para. 14]; sect. 15 [para. 15].

Authors and Works Noticed:

Compact Edition of the Oxford English Dictionary (February 1985) [para. 51].

Côté, Pierre-Andrè, Interpretation of Leg­islation in Canada (2nd. Ed. 1991), p. 294 [para. 24].

Driedger, Elmer A., Construction of Stat­utes (3rd Ed. 1994), pp. 85, 86 [para. 23]; 186, 187, 188 [para. 24].

Wegenast, Canadian Companies, pp. 59 [para. 22]; 243 [para. 28].

Counsel:

Ralph D. Neuman, for the plaintiff, Win­nipeg Winter Club;

Gregory E. Martin, for the defendants, Randy M. Gadowski and David D. Mox­ley;

Christopher C. Wullum, for the defendant, Greg Gillis;

Douglas T. Thorsteinson appeared in per­son.

This case was heard before De Graves, J., of the Manitoba Court of Queen's Bench, St. Boniface Centre, who delivered the follow­ing judgment on June 2, 1997.