Norseyl Properties Ltd. v. Mirage Trading Corporation
Norseyl Properties Ltd.
Law Firm / Organization
DLA Piper (Canada) LLP
Lawyer(s)

Ray Power

AXA Consulting Services Inc.
Law Firm / Organization
DLA Piper (Canada) LLP
Lawyer(s)

Ray Power

Pan Pacific Business Corporation
Law Firm / Organization
Not Specified
Lawyer(s)

J.A. Dawson

Mirage Trading Corporation
Law Firm / Organization
Wiebe Wittmann Robertson LLP
Lawyer(s)

Russell Robertson

Babak Marzbani
Law Firm / Organization
DLA Piper (Canada) LLP
Lawyer(s)

Ray Power

Teknocan Properties Inc.
Law Firm / Organization
Unrepresented
Rouzbeh Rabiei
Law Firm / Organization
Unrepresented

Background:
Norseyl Properties Ltd. and AXA Consulting Services Inc. entered into an agreement with Mirage Trading Corporation in 2016 to acquire a 5% interest in Teknocan Properties Inc., a company with a major real estate asset, Seylynn Developments. Mirage, originally holding a 10% stake in Teknocan, agreed to transfer 5% in trust to Norseyl (2%), AXA (1%), and Pan Pacific Business Corporation (2%) in exchange for $5 million. A written trust agreement in 2017 confirmed Mirage would hold these shares in trust and vote them as directed by the beneficiaries.

Key Issues:
The plaintiffs alleged that Mirage breached the trust agreement by refusing to transfer legal title to the shares. They sought court declarations affirming their beneficial ownership and orders to compel the title transfer. Mirage argued that the trust agreement was unenforceable due to lack of explicit consideration and that the purchase payments were not fully satisfied.

Oppression Claims:
In a related claim, Mirage alleged shareholder oppression, asserting that Dr. Abo Taheri, its representative, was excluded from Teknocan's board, impairing its rights and control over dividends. Mirage sought relief, including a forced buyout of its Teknocan shares by the controlling shareholder, MAJ Enterprises.

Court Decision and Costs:
The court allowed Norseyl and AXA to use discovery evidence from Dr. Taheri in the oppression proceeding, finding related issues across the cases. The court awarded Norseyl and AXA their costs for this application, though the amount was unspecified.

Supreme Court of British Columbia
S233936
Corporate & commercial law
Plaintiff