Odelein v Odelein Farms
Lyle Theodore Odelein
Law Firm / Organization
McDougall Gauley LLP
Odelein Farms Ltd.
Law Firm / Organization
MLT Aikins LLP

Background:
The case involved Lyle Theodore Odelein suing Odelein Farms Ltd., a family-operated farming corporation, to recover $2,182,322 he claimed as unpaid shareholder loans. The farming business had been established as a multi-generational family operation with contributions from all shareholders.

Legal Issues:

  1. Debt or Gift: Whether Lyle's contributions of land, equipment, and money were gifts or repayable debts.

  2. Promissory Estoppel: Whether Lyle’s assurances that he did not expect repayment prevented his claim.

  3. Waiver: Whether Lyle waived his right to repayment.

  4. Repayment Terms: Whether repayment was governed by a demand loan structure or an agreement among shareholders.

  5. Limitations Act: Whether Lyle’s claim was barred by time limitations.

Court Findings:

  • Contributions at incorporation were deemed debts but Lyle was estopped and had waived his right to repayment.

  • Contributions after incorporation were found to be gifts, not debts.

  • No agreement governed repayment of shareholder loans, but promissory estoppel and waiver applied.

Outcome:
The court dismissed Lyle’s claim and his summary judgment application. Lyle was found not entitled to any repayment of his shareholder loan account.

Costs:
The court awarded costs to Odelein Farms Ltd. under column 2 of the fee schedule. The specific monetary amount was not detailed in the document.

Court of King's Bench for Saskatchewan
QBG-SA-00367-2015
Corporate & commercial law
Defendant