Background: Chief James Marlowe, on behalf of the Lutsel K’e Dene First Nation (LKDFN), filed an application against Mirza Mohammad Imran Karim Barlas, Zeba Barlas, and various associated corporations for relief from oppressive conduct under the Canada Not-for-Profit Corporations Act and the Business Corporations Act.

Key Issues:

• Oppressive Conduct: Barlas engaged in self-dealing and unauthorized transactions, benefiting entities controlled by his family, leading to significant profits for his family’s trust and corporations.
• Breach of Fiduciary Duty: Barlas breached his fiduciary duties by overcompensating himself and using corporate resources for personal gain, undermining the governance of LKDFN companies.
• Self-Dealing: Numerous transactions involved undisclosed benefits and profits directed to corporate entities owned by Barlas' wife, Zeba Barlas, and the Barlas Family Trust.
• Corporate Governance Erosion: Barlas took steps to weaken the oversight and governance structures of the LKDFN companies to conceal his self-dealing activities.

Court Findings: The court found extensive evidence of oppressive conduct, breach of fiduciary duty, and self-dealing by Barlas. The actions significantly harmed LKDFN and its members.

Legal Arguments:

• Applicants: Asserted that Barlas' conduct was oppressive, unfairly prejudicial, and in disregard of the rights of Tsa members.
• Respondents: Claimed full disclosure and board approval for all transactions, arguing that the agreements benefited LKDFN companies.

Outcome: The court ruled in favor of Chief James Marlowe and LKDFN, finding Barlas liable for oppressive conduct and breaches of fiduciary duty. The total amount of costs and awards granted to the successful party amounted to $4,250,000.