The appellant, a major unitholder in a real estate investment trust, sought declarations that the trust's trustees were removed from office by written consents and therefore lacked authority to close a private placement.
The application judge dismissed the application, finding that even if the consents were valid, the trustees continued in office until replaced and acted within the ordinary course of business by closing the previously agreed-upon private placement.
The Court of Appeal dismissed the appeal, declining to interpret the hypothetical effect of the written consents and agreeing that the trustees were contractually bound to close the transaction, which constituted acting within the ordinary course of business.
