Huntly Investments Limited v. Casa Margarita Enterprises Ltd.
Huntly Investments Limited
Law Firm / Organization
Farris LLP
The Pacific Investment Corporation Limited
Law Firm / Organization
Farris LLP
Brent Newton Wolverton
Law Firm / Organization
Farris LLP
Mark Frank Wolverton
Law Firm / Organization
Farris LLP
Lisa Marie Wolverton
Law Firm / Organization
Farris LLP
Kathleen May Wolverton
Law Firm / Organization
Farris LLP
the DM Wolverton Trust
Law Firm / Organization
Farris LLP
the Wolverton Alter Ego Trust
Law Firm / Organization
Farris LLP
Casa Margarita Enterprises Ltd.
Law Firm / Organization
Singleton Urquhart Reynolds Vogel LLP
Lawyer(s)

Ronald Josephson

  • Case Background: Casa Margarita Enterprises Ltd. ("Casa"), a minority shareholder in Huntly Investments Limited ("Huntly"), sought to sell its shares for estate winding up. Huntly's refusal led Casa to claim oppression under the Business Corporations Act.

  • Trial Findings: The court found Huntly's conduct oppressive to Casa, ordering some appellants to purchase Casa's shares.

  • Appeal Outcome: The appeal was largely dismissed, upholding the trial court's findings of Casa's reasonable expectations being frustrated by Huntly's actions, including the unfair treatment regarding a special dividend and the order for appellants to buy Casa's shares. The error in dividend allocation to one shareholder was not deemed material to the overall findings.

  • Key Points:

    • Casa's reasonable expectations for share purchase were supported by historical relationships and past conduct within the closely-held corporation.
    • The refusal to provide Casa with information necessary for share valuation and the unequal treatment in dividend distribution were found oppressive.
    • The order for certain appellants to purchase Casa's shares was upheld, except for Huntly, due to its inability under corporate articles to buy its own shares.
  • No financial terms specified.
Court of Appeals for British Columbia
CA49174
Corporate & commercial law
Respondent