Alan Peter Gardner

This is a costs decision on appeal from a Superior Court judgment.

The appellants appealed the decision of Justice Fred Myers dated April 12, 2017.

The Court of Appeal reviewed written submissions on costs and determined that the appellants must pay the respondent's costs in the fixed amount of $30,000 inclusive of disbursements and HST.

The respondent appealed a Superior Court judgment that granted the applicant's application to enforce her rights under a Governance Agreement concerning the replacement of Board members of Spectrum Health Care.

The appellants argued the application judge erred in interpreting the contract, should have stayed the application pursuant to an arbitration clause in the shareholders' agreement, and erred in alternative findings regarding oppression remedy and interim injunction.

The Court of Appeal upheld the lower court decision, finding no palpable and overriding error in the application judge's interpretation of the Governance Agreement or his analysis of the alternate remedies.

Lori Lord sought to enforce a Governance Agreement or, alternatively, relief under the oppression remedy against Clearspring Spectrum Holdings L.P. and Clearspring Capital Partners (US) II L.P. The respondents sought to stay the application pending arbitration.

The court found Ms. Lord was not a party to any arbitration agreement and could not be compelled to arbitrate.

The court held that Clearspring was in breach of the Governance Agreement, which was enforceable and not in conflict with the shareholders' agreement.

Alternatively, Ms. Lord's reasonable expectations were unfairly prejudiced, warranting an oppression remedy.

The application was granted, enforcing the Governance Agreement.