Background: Carolyn Jahnke, a minority shareholder, appealed against 436537 B.C. Ltd. and Donna Rhodes, the majority shareholder. The case stemmed from a dispute over corporate governance and shareholder rights in a family-owned company.

Legal Arguments/Issues: Jahnke claimed oppression under the Business Corporations Act (BCA), citing:

• Failure to hold AGMs
• Lack of audited financial statements
• Alleged self-dealing by Rhodes, including excessive management fees and personal expense reimbursements.

Jahnke sought an order for the company or Rhodes to buy her shares or, alternatively, liquidate the company. The trial judge found oppressive conduct regarding AGMs and financial statements but not in the management fees or dividends paid to Rhodes.

Court of Appeal Decision: The Court of Appeal, led by Justice Griffin, upheld the trial judge’s decision, dismissing Jahnke’s appeal. It found:

• The exclusion of expert evidence on management fees was correct.
• The remedy ordered, which included appointing an independent chairperson and secretary for AGMs and requiring detailed annual reports, was appropriate.

Costs: The court awarded costs on Scale B to Jahnke, to be paid personally by Donna Rhodes, not from the company’s funds. The exact amount was not specified in the summary but was based on the court's scale for legal costs.

Total Award in Favor of the Successful Party: Jahnke was awarded her legal costs on Scale B, but no monetary award or share buyout was granted. The primary remedy focused on improving corporate governance procedures.