Lowe

The plaintiff sought leave to commence a secondary market misrepresentation action under the Securities Act and to certify a class proceeding against the defendants for misrepresentation, conspiracy, and oppression.

The plaintiff alleged that the defendants fabricated a financial crisis by including a 'going concern' note in the company's financial statements to artificially depress the share price, allowing insiders to acquire shares cheaply.

The court dismissed the motion for leave, finding no reasonable possibility of success at trial, as the financial disclosures were factual, required by GAAP, and made after reasonable investigation.

The court also refused to certify the conspiracy claim due to a lack of factual basis and struck the oppression claim, ruling that the Ontario Superior Court lacked subject-matter jurisdiction over an oppression remedy under the British Columbia Business Corporations Act.

The appellant appealed a trial judgment finding it breached an exclusive supplier agreement and awarding the respondent nearly $5 million in lost profits.

The appellant argued the trial judge erred by failing to imply a term requiring customer consent, finding a breach regarding a specific contract, and excluding certain evidence on damages.

The respondent cross-appealed, seeking an additional $1 million in damages, arguing the trial judge arbitrarily increased the calculation of incremental overhead expenses.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the trial judge's factual findings were supported by the evidence and his legal conclusions were correct.