Thomson v A.R. Thomson Group
Lisa Thomson
Law Firm / Organization
Farris LLP
L.L.T. Holdings Inc.
Law Firm / Organization
Farris LLP
550934 B.C. Ltd.
Law Firm / Organization
Farris LLP
A.R. Thomson Group
Law Firm / Organization
Fraser Litigation Group
James Thomson as Executor of the Estate of Allan Thomson
Law Firm / Organization
Fraser Litigation Group

Background:
Lisa Thomson, L.L.T. Holdings Inc., and 550934 B.C. Ltd. (Plaintiffs) brought two consolidated actions against A.R. Thomson Group (ARTG), represented by her brothers James Thomson, Gordon Thomson, and Todd Thomson, and the estate of Allan Thomson (Defendants). The dispute involved an alleged reinstatement agreement for Lisa’s re-entry into a family partnership business, ARTG, following the withdrawal of 550934 B.C. Ltd. from the partnership in 2010.

Legal Issues:
The court considered whether a binding oral agreement existed for Lisa’s reinstatement based on a 2009 conversation with Allan Thomson. Central issues included:

  • Intention to Create Legal Relations: The court assessed whether Allan intended to form a legally enforceable agreement on behalf of ARTG.
  • Certainty of Terms: The alleged agreement lacked clarity on key terms, including payment for partnership shares and Lisa’s roles post-reinstatement.

Findings:
The court found no enforceable contract existed, as the 2009 conversation constituted, at most, an agreement to agree. There was insufficient evidence of mutual intention or essential terms.

Outcome:
Both the reinstatement and fraud actions were dismissed. The court awarded costs to the Defendants as the successful party. The exact amount of costs was not detailed in the judgment but was to be assessed as per standard procedure.

Supreme Court of British Columbia
S158569
Corporate & commercial law
Defendant