Background: Brad Farrow, former CEO, and Dave Helewka, former CFO, through their holding companies, were shareholders in RLG International Inc. They contended that RLG breached its contractual duty of good faith and provided materially deficient information to shareholders.

Legal Arguments/Issues

• Good Faith in Contractual Obligations: The Appellants claimed RLG misled them into believing shares would be repurchased in tranches, affecting retirement decisions. The Arbitrator found no agreement or misrepresentation by RLG.
• Information Circular Deficiencies: The Appellants argued that the information circular for the shareholder meeting omitted crucial details, impacting share valuation decisions. The Arbitrator deemed the omissions immaterial and the circular sufficient.

Held: The Honourable Madam Justice Horsman dismissed the application for leave to appeal, concluding no extricable error of law was identified. The appeal did not meet the threshold for a question of law necessary for leave.

Costs/Damages Awarded: The court awarded costs to the Respondent, RLG International Inc., for the dismissal of the appeal. The specific total amount of costs awarded was not detailed in the summary.