Bhuthal v. Sahsi
Bahadur Bhuthal
Law Firm / Organization
Robert Fleming Lawyers
Lawyer(s)

Robbie Fleming

Jasdip Bhuthal
Law Firm / Organization
Robert Fleming Lawyers
Lawyer(s)

Robbie Fleming

Sonu Bhuthal
Law Firm / Organization
Robert Fleming Lawyers
Lawyer(s)

Robbie Fleming

Harminder Sahsi
J&S Cabinet Doors Ltd.
Law Firm / Organization
Unrepresented
1061155 B.C. Ltd.
Law Firm / Organization
Unrepresented

Background Facts:
Bahadur Bhuthal and Harminder Sahsi were the sole directors and shareholders of J&S Cabinet Doors Ltd. and 1061155 B.C. Ltd., each holding 50% of the companies’ shares. Disputes arose over profit-sharing, with the appellants claiming an agreement entitled them to two-thirds of the profits, which Mr. Sahsi denied. The appellants initiated legal action in 2019 to enforce this profit-sharing agreement or, alternatively, to claim unjust enrichment.

Legal Issues:
The appellants contended that the trial judge erred by using Rule 20-3(15) to appoint a third-party representative for the companies, rather than the derivative action provisions of the BCA. The respondents argued that the BCA provisions could not be applied due to conflicts of interest among all shareholders and directors.

Court's Decision:
The Court of Appeal determined that the specific provisions of the BCA (sections 232 and 233) overrode the general authority under Rule 20-3(15). The court held that only the BCA could authorize such an appointment.

Outcome:
The appeal was allowed, and the trial court’s orders were set aside. No specific costs or damages were awarded.

Court of Appeals for British Columbia
CA48761
Corporate & commercial law
Appellant