Alna Packaging Co. Ltd v Frost
Darryll Frost, personally and as trustee of the Frost Family Trust
Law Firm / Organization
Lidstone & Company
Lawyer(s)

Paul Hildebrand

Alna Packaging Co. Ltd.

Background:
Alna Packaging Co. Ltd. ("Alna") initiated proceedings against Darryll Frost (personally and as trustee of the Frost Family Trust), Hang Li (also known as Elsie Li), and 1384604 B.C. Ltd. The conflict arose from disputes between Frost and Li, who respectively controlled 55% and 45% of Alna's shares. Disputes involved management disagreements, financial conduct allegations, and corporate governance issues.

Legal Arguments/Issues:
Key issues centered on the validity of resolutions passed during a shareholders' meeting on March 5, 2024, where Frost attempted to expand the board of directors and elect Alna’s solicitor, Murray Lott, as a third director. Li contested the validity of the meeting due to quorum concerns and initiated an oppression action alleging that Frost’s conduct was oppressive and excluded her from corporate governance. The Court determined that a quorum was not established, rendering the election of Lott and subsequent director resolutions invalid. It also declined to validate the meeting or order a shareholders’ meeting on Frost's proposed terms.

Costs/Award:
The Court ruled that if no further submissions were made within 30 days, costs would be awarded as follows:

  • To Elsie Li against Alna concerning the petition.
  • To Elsie Li against Darryll Frost regarding his application.
  • No costs were awarded for applications initiated by Li.

This outcome favored Li, affirming the invalidity of Frost’s actions and protecting her shareholder rights.

Supreme Court of British Columbia
S241874
Corporate & commercial law
Respondent