DATE: 20060208

DOCKET: C42014

COURT OF APPEAL FOR ONTARIO

RE:

JOSEPH P. CIRA, JOHN ANTHONY HINES also known as TONY HINES, WILLIAM KLOEPFER and CHRISTOPHER GORMAN (Appellants) –and – RICO RESOURCES INC., GEORGE BODEN, DON STOTT, ROBERT CARPENTER, CORPORACION INTERNACIONAL DE RECURSOS GRUPO CANGREJO S.A., W. PATRICK FINLAN and EQUITY TRANSFER SERVICES INC. (Respondents)

BEFORE:

ARMSTRONG, LANG AND MACFARLAND JJ.A.

COUNSEL:

Roy Wise

for the appellants

Patrick J. Cotter

for the respondent

HEARD & RELEASED ORALLY:

February 3, 2006

On appeal from the judgment of Justice John D. Ground of the Superior Court of Justice dated January 6, 2004 made at Toronto, Ontario.

E N D O R S E M E N T

[1] The commercial list judge concluded that the subject matter of the remaining relief in the application related to the internal governance of a Utah corporation.

[2] We agree. The relief relates to shareholders’ meetings, the disclosure of shareholders’ lists and matters ancillary thereto. This relief is to be distinguished from relief related to any business activity carried on by Rico in Ontario.

[3] In our view, the motion judge was correct in his statement that “the principles of comity dictate that courts in one jurisdiction will not issue orders purporting to direct or regulate the internal affairs or governance of a corporation incorporated in another jurisdiction”.

[4] Accordingly, the issues raised by Muscutt are not engaged in this appeal.

[5] Leave to appeal costs is granted. However, we are not satisfied that there was any error in principle on the part of the motion judge in fixing costs as he did. It is apparent from his reasons that he exercised his discretion carefully and with consideration. Accordingly, the appeal of costs is also dismissed.

[6] Costs of this appeal are to the respondents fixed in the amount of $8,000.00, inclusive of disbursements and GST.