2 total
Court refused to enjoin proxy fight over alleged misuse of confidential information.
A mining corporation sought an interlocutory injunction preventing major shareholders from voting their shares or soliciting proxies in an upcoming shareholder meeting, alleging breach of a confidentiality agreement and misuse of confidential information obtained during a site visit.
The dissident shareholders also sought declaratory and injunctive relief relating to the conduct of the shareholder meeting under the Business Corporations Act.
The court applied the RJR‑MacDonald test and held that while the corporation established a strong prima facie case that confidential information had been received, it demonstrated only a weak case that the information had been misused.
The balance of convenience favoured allowing the proxy contest to proceed.
The court also declined to interfere in advance with the conduct of the shareholders’ meeting, emphasizing corporate autonomy absent demonstrated impropriety.
Costs of half-day leave to appeal motion fixed at $28,627.40 payable by defendants.
The plaintiff sought costs on a partial indemnity basis following the dismissal of the defendants' motion for leave to appeal an interlocutory injunction.
The plaintiff claimed $45,391.40 inclusive of GST and disbursements, while the defendants argued $25,000 was fair and reasonable.
The court noted that much of the work had already been prepared for the original injunction motion.
Applying Rule 57.01(1), the court fixed costs at $28,627.40, payable jointly and severally by the defendants.
