Larry Harvey Franschman

The plaintiff, MEJJ Enterprises Inc., sought costs after largely succeeding in its claim for unpaid property taxes and lease payments and successfully defending a $5,000,000 counterclaim alleging failure to build a promised structure.

The court awarded costs on a partial indemnity basis, rejecting the plaintiff's request for substantial indemnity due to a lack of reprehensible conduct by the defendants.

The court significantly reduced the plaintiff's requested costs due to issues with the bill of costs, including duplication from multiple counsel and lack of itemization, and excluded costs related to voluntary mediation.

The court found that both parties contributed to the decade-long delay in the proceedings but did not reduce the costs award further on that basis, noting the plaintiff's bill had already been adjusted for duplication.

The appellant appealed a motion judge's decision interpreting a shareholders' agreement regarding the purchase rights of shares held jointly by a deceased shareholder and his spouse.

The appellant argued that shares held jointly with right of survivorship should not be subject to purchase options upon the shareholder's death, and that the respondent, as a non-founder, had no right to acquire founder's shares.

The Court of Appeal upheld the motion judge's interpretation, finding that Article 2.7 of the agreement required jointly-held shares to be treated as owned by the deceased shareholder for all purposes of the agreement, including purchase options.

The court also found that when the respondent became the sole surviving shareholder, he was entitled to exercise his option to purchase all remaining shares.