Worth Ventures Ltd v MegaSys Enterprises Ltd
Worth Ventures Ltd.
Law Firm / Organization
Borden Ladner Gervais LLP (BLG)
972179 Alberta Ltd.
Law Firm / Organization
Borden Ladner Gervais LLP (BLG)
MegaSys Enterprises Ltd.
Law Firm / Organization
Dentons Canada LLP
971789 Alberta Ltd.
Law Firm / Organization
Dentons Canada LLP
David Varley Woronuk
Law Firm / Organization
Dentons Canada LLP

Overview

  • Dispute: Ongoing disagreements between brothers Nick and Dave Woronuk over their jointly owned businesses, MegaSys Computer Technologies (MCT) and 1111 Properties.
  • Main Issues: Allegations of misconduct, management disputes, and differing opinions on selling the businesses.

Factual History

  • Ownership: Nick controls Worth Ventures, Dave controls MegaSys Enterprises; both own equal shares in the joint ventures.
  • Conflict: Accusations of dishonesty, mismanagement, and significant incidents like a cybersecurity attack and internal fraud.

Procedural History

  • Actions: Two major lawsuits (2020 and 2022) addressing misuse of funds and mismanagement.
  • Previous Attempts: Unsuccessful mediation and a dismissed urgent application in 2020.

Application

  • Nick's Request: Appointment of a "Manager" under section 13(2) of the Judicature Act to oversee the sale of the businesses.
  • Manager’s Role: Solicit bids, manage data rooms, ensure confidentiality, verify bidders, and manage the sale process.

Positions of the Parties

  • Nick: Claims unequal access to information, irreparable harm, and argues for equitable remedies.
  • Dave: Opposes court intervention, suggests a simpler buy-sell process, and contests the court’s jurisdiction.

Analysis and Conclusion

  • Jurisdiction: Court found jurisdiction under section 13(2) of the Judicature Act, treating the Manager as a receiver.
  • Decision: Appointed a Receiver/Manager to ensure a fair sale, addressing Nick's concerns and reducing negative impacts on the business.

This decision highlights the importance of formal agreements in business ventures to avoid such disputes.

The document does not specify a total monetary award, costs, or damages granted or ordered.

 

Court of King's Bench of Alberta
2201 13753
Corporate & commercial law
Applicant