Marlowe et al v. Barlas et al
Chief James Marlowe, in his personal capacity and on behalf of the Lutsel K’e Dene First Nation
Law Firm / Organization
Lenczner Slaght LLP
Law Firm / Organization
Olthuis Kleer Townshend LLP
Lawyer(s)

Larry Innes

Mirza Mohammad Imran Karim Barlas (aka Ron Barlas)
Law Firm / Organization
Dentons Canada LLP
Zeba Barlas
Law Firm / Organization
Dentons Canada LLP
Northern Consulting Group Inc.
Law Firm / Organization
Unrepresented
Equipment North Inc.
Law Firm / Organization
Unrepresented
Dene Aurora Environmental Technologies Inc.
Law Firm / Organization
Unrepresented
Barlas Family Trust
Law Firm / Organization
Dentons Canada LLP
Tsa Corporation
Law Firm / Organization
Unrepresented
Ta’egera Company Ltd.
Law Firm / Organization
Unrepresented
Denesoline Corporation Ltd.
Law Firm / Organization
Unrepresented
Denesoline Community Development Corporation
Law Firm / Organization
Unrepresented

Background: Chief James Marlowe, representing the Lutsel K’e Dene First Nation, sought to address oppressive conduct by Mirza Mohammad Imran Karim Barlas, CEO of several LKDFN companies (Tsa Corporation, Ta’egera Company Ltd., and Denesoline Corporation Ltd.). Mr. Barlas was accused of self-dealing and fraudulent activities, causing financial losses.

Legal Issues: The applicants sought leave to commence derivative actions under the Canada Not-for-profit Corporations Act and the Business Corporations Act, alleging oppressive conduct, fraud, and self-dealing by Mr. Barlas.

Derivative Actions: The court was asked to grant permission for actions on behalf of the LKDFN companies against Reynolds Mirth Richards and Farmer LLP (RMRF) and KPMG LLP. Allegations included RMRF facilitating fraudulent transactions and KPMG issuing misleading financial statements at Mr. Barlas's direction.

Oppressive Conduct: The court found Mr. Barlas engaged in oppressive conduct, supported by enabling actions from legal and accounting professionals, causing significant harm to the LKDFN companies.

Court's Decision: The court granted leave for derivative actions, confirming that the applicants met legal criteria: proper complainants, appropriate notice, good faith, and actions in the interest of LKDFN companies.

Relief Granted: The applicants were allowed to file claims against RMRF LLP and KPMG LLP. Costs for the application were awarded to the applicants, to be assessed as part of the derivative actions. Costs for RMRF's application for standing were also awarded on a party-party basis.

Costs and Awards: The total amount of costs or awards was not specified.

Supreme Court of the Northwest Territories
S-1-CV 2023 000 128
Corporate & commercial law
Applicant