Background Facts: The Phaneuf family had operated A&W franchise restaurants in British Columbia for many years. Fremont Developments Ltd. and 0896459 B.C. Ltd. operated two of these restaurants, incorporated in 2010 and 2012. Norman and Bradley each owned 40% of Class A shares, while Vern and Terry each owned 10% of Class B shares. Norman and Bradley were the sole directors, Vern was a chartered accountant with a disputed role, and Terry had advanced dementia.

Legal Issues: Norman and Bradley claimed the companies’ articles mistakenly identified their Class A shares as non-participating and sought rectification to reflect their alleged agreement that these shares should be participating. They accused Vern of negligence and breach of fiduciary duty. Vern denied the agreement, asserting a different family business arrangement, and filed a counterclaim for breaches of fiduciary duty and oppressive conduct by Norman, Bradley, Terry, and Irene.

Court's Decisions: The court rejected Vern’s late affidavit explaining his delay in filing the counterclaim. It dismissed Vern’s application to extend the filing time, finding no substantial connection between the counterclaim and the main action.

Costs: The court awarded costs in favor of Norman and Bradley Phaneuf, to be assessed later. The focus was on rectifying corporate documents and fiduciary duties within a family-operated business.