The defendants brought a motion for summary judgment dismissing claims arising from a corporate transaction involving the acquisition of a golf course company.
The plaintiffs alleged oppression under the Alberta Business Corporations Act, breach of directors’ duty of good faith, misrepresentation concerning the adjusted cost base of shares, and reimbursement of legal fees.
The court held that the claim relating to legal fees was statute‑barred under the Limitations Act, 2002 and constituted an abuse of process given earlier appellate findings.
On the merits, the court found no oppression, breach of duty, or misrepresentation, noting that the relevant share cost base was disclosed in the transaction circular and the defendants’ dual roles were known and approved by shareholders.
Applying the summary judgment framework from Combined Air Mechanical Services v. Flesch, the court concluded the action was entirely without merit.
