Holmes v Justanother Farm Ltd.
Hattie Carolina Holmes
Law Firm / Organization
McDougall Gauley LLP
Lawyer(s)

Clayton B. Barry

Justanother Farm Ltd.
Law Firm / Organization
MacDermid Lamarsh
Beverly Greenan
Law Firm / Organization
MacDermid Lamarsh
Bruce Morrison
Law Firm / Organization
McDougall Gauley LLP
Lawyer(s)

Clayton B. Barry

Kevin Greenan
Law Firm / Organization
MacDermid Lamarsh

Case Overview:
Hattie Carolina Holmes initiated a claim against Justanother Farm Ltd. (JAF) for unpaid grain sale proceeds, with the amount disputed. JAF and Beverly Greenan, Holmes’ daughter, counterclaimed, alleging Holmes held class “D” shares of JAF in trust for Greenan, to be transferred upon Holmes’ death. They also claimed a crop-sharing agreement concerning specific farmland.

Key Legal Issues:

  1. Shareholder Rights: Holmes sought declarations under The Business Corporations Act, 2021 (SBCA) regarding her rights as a shareholder, particularly to attend meetings and vote on auditor appointments.
  2. Oppression and Conspiracy: Holmes and Bruce Morrison (executor of her late husband’s estate) counterclaimed, alleging oppressive and conspiratorial actions by JAF, Beverly Greenan, and Kevin Greenan.
  3. Corporate Governance: Holmes contested the validity of JAF's refusal to hold annual class “D” shareholder meetings and its non-compliance with SBCA provisions.

Court’s Findings:
The court ruled that JAF was obligated to hold annual meetings for class "D" shareholders per the SBCA, requiring Holmes’ consent for resolutions on auditor appointments. It dismissed JAF's application to appeal without costs, citing jurisdictional limitations under the SBCA.

Costs and Awards:
The ruling did not specify monetary awards or costs in favor of either party. JAF’s application to appeal was struck without costs.

Conclusion:
This case centered on corporate governance, shareholder rights, and allegations of oppressive conduct, highlighting the SBCA's provisions for minority shareholder protections.

Court of King's Bench for Saskatchewan
QBG-SA-01175-2020
Corporate & commercial law
Plaintiff