Adam Donald Hunt Chisholm

The applicant, a hedge fund shareholder, brought an urgent application under section 248 of the OBCA seeking to adjourn the respondent corporation's annual general and special meeting of shareholders and to reset the record date.

The applicant alleged the notice was non-compliant with the OBCA and that the board acted oppressively by setting a timeline that effectively prevented shareholders from nominating an alternative slate of directors.

The court found that the respondent was not an "offering corporation" and had met all statutory notice requirements under sections 95(4) and 96(1) of the OBCA.

The court held that the notice procedures followed past practice and did not breach the reasonable expectations of shareholders as established in BCE Inc. v. 1976 Debentureholders.

The application was dismissed with costs of $75,000 to the respondent.

AgriMarine Holdings Inc. and AgriMarine Industries Inc. appealed a decision dismissing their application for a declaration that Akvatech AS was in breach of contract and not the holder of a license to fish-rearing technology.

The parties had entered into a Letter Agreement dated November 20, 2012, whereby Akvatech would acquire ownership and licensing rights to the technology for certain territories in exchange for a $200,000 pre-payment.

The transaction was not completed by the target closing date, and the parties terminated the agreement by mutual conduct.

Akvatech demanded repayment of the pre-payment amount, issued a default notice when not repaid, and exercised its right under the agreement to obtain a perpetual, irrevocable, exclusive license to the technology in the Northern Europe Territory.

The application judge found neither party was in breach, the agreement had been terminated by mutual consent, and Akvatech was entitled to the license.

The appellants argued the application judge erred in permitting Akvatech to take advantage of its own breach, that there was no default by AgriMarine, and that the license was unenforceable due to unlimited duration and no royalty provisions.

The Court of Appeal upheld the application judge's decision, finding no palpable and overriding errors of fact or reversible errors in contract interpretation.

The defendant corporation brought a motion for summary judgment dismissing an action for wrongful dismissal arising from the termination of a management consulting agreement.

The defendant alleged that the plaintiff consultant committed a “criminal act of dishonesty” by installing hidden surveillance cameras to intercept private communications at a company property, relying on a prior finding that the conduct breached s. 184(1) of the Criminal Code.

The court held that determining whether the criminal act constituted dishonesty within the contractual clause, and whether the act was intended to result in personal gain at the company’s expense, required a contextual assessment of intent and surrounding corporate conflict.

Given conflicting evidence regarding the plaintiff’s motives and the broader corporate struggle between board factions, the issues were unsuitable for determination on a summary judgment record.

A full trial was required to properly assess credibility and context.