Plaintiffs, as minors, became shareholders of Lamanator Coatings Ltd. in 2007 and 2009.
Allegations included misrepresentation, conspiracy, violation of the Alberta Securities Act, unjust enrichment, and oppression due to non-distribution of audited financial statements.
Procedural History:
2017: Plaintiffs filed a claim for damages or share repurchase totaling $179,000.
2018: Defendants sought summary dismissal.
2021: Plaintiffs requested audited financial statements from 2009 onwards.
2022: Judge Schlosser dismissed Plaintiffs’ claims and request for audited financial statements.
Appeal: Plaintiffs appealed the dismissal; Defendants cross-appealed the no-costs decision.
Key Issues:
Requirement and impact of audited financial statements under the Alberta Business Corporations Act.
Existence of a genuine issue requiring trial concerning Plaintiffs’ claims.
Decision:
Appeal Dismissed: Plaintiffs' appeal was dismissed, with costs awarded to Defendants.
Reasoning: Plaintiffs did not provide evidence that the absence of audited financial statements caused harm or supported their claims. Claims were speculative, not grounded in concrete evidence. Defendants had valid resolutions to dispense with auditors.
Conclusion:
Plaintiffs' appeal was dismissed due to lack of substantiated evidence for their claims. Defendants’ actions did not amount to oppression or wrongful acts based on the provided evidence. Costs were awarded to Defendants. Specific amount was not mentioned.
