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ALBERTA LAW REPORTS Sixth Series Reports of Selected Cases from the Courts of Alberta and Appeals ALBERTA LAW REPORTS Sixth Series Reports of Selected Cases from the Courts of Alberta and Appeals VOLUME 31 (Cited 31 Alta. L.R. (6th)) SELECTION EDITOR Walter J. Watson, B.A., LL.B. ASSOCIATE EDITORS E. Mirth, Q.C. E.H. Molstad, Q.C. A.D. Nielsen, B.A., LL.B., Q.C. EDITORIAL STAFF Cheryl L. McPherson, B.A.(HONS.) Director, Primary Content Operations Audrey Wineberg, B.A.(HONS.), LL.B. Product Development Manager Nicole Ross, B.A., LL.B. Supervisor, Legal Writing Julia Fischer, B.A.(HONS.), LL.B. Supervisor, Legal Writing Jim Moore, B.A.(HONS.) Senior Content Editor ALBERTA LAW REPORTS is published 18 times per year. Subscription Alberta Law Reports est publi´e 18 fois par ann´ee. L’abonnement est de rate $487.00 per bound volume including parts. 487 $ par volume reli´e incluant les fascicules. Editorial Offices are also located at the following address: 430 rue St. Pierre, Le bureau de la r´edaction est situ´e a` Montr´eal — 430, rue St. Pierre, Mon- Montr´eal, Qu´ebec, H2Y 2M5. tr´eal, Qu´ebec, H2Y 2M5. ________ ________ © 2016 Thomson Reuters Canada Limited © 2016 Thomson Reuters Canada Limit´ee NOTICE AND DISCLAIMER: All rights reserved. No part of this publica- MISE EN GARDE ET AVIS D’EXONERATION´ DE RESPON- tion may be reproduced, stored in a retrieval system, or transmitted, in any SABILITE´ : Tous droits r´eserv´es. Il est interdit de reproduire, m´emoriser sur form or by any means, electronic, mechanical, photocopying, recording or un syst`eme d’extraction de donn´ees ou de transmettre, sous quelque forme ou otherwise, without the prior written consent of the publisher (Thomson par quelque moyen que ce soit, electronique´ ou m´ecanique, photocopie, enre- Reuters Canada, a division of Thomson Reuters Canada Limited). gistrement ou autre, tout ou partie de la pr´esente publication, a` moins d’en avoir pr´ealablement obtenu l’autorisation ecrite´ de l’´editeur, Thomson A licence, however, is hereby given by the publisher: Reuters Canada, une division de Thomson Reuters Canada Limit´ee. 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Les analyses The analysis contained herein should in no way be construed as being either comprises dans les pr´esentes ne doivent etreˆ interpr´et´ees d’aucune fa¸con official or unofficial policy of any governmental body. comme etant´ des politiques officielles ou non officielles de quelque organ- isme gouvernemental que ce soit. 8 The paper used in this publication meets the minimum requirements of 8 Le papier utilis´e dans cette publication satisfait aux exigences minimales American National Standard for Information Sciences — Permanence of Pa- de l’American National Standard for Information Sciences — Permanence of per for Printed Library Materials, ANSI Z39.48-1984. Paper for Printed Library Materials, ANSI Z39.48-1984. ISSN 0703-3117 ISBN 978-07798-5734-0 Printed in Canada by Thomson Reuters THOMSON REUTERS CANADA, A DIVISION OF THOMSON REUTERS CANADA LIMITED One Corporate Plaza Customer Relations 2075 Kennedy Road Toronto 1-416-609-3800 Toronto, Ontario Elsewhere in Canada/U.S. 1-800-387-5164 M1T 3V4 Fax 1-416-298-5082 www.carswell.com Contact www.carswell.com/email ALBERTA LAW REPORTS Sixth Series Reports of Selected Cases from the Courts of Alberta and Appeals [Indexed as: Shefsky v. California Gold Mining Inc.] Martin Shefsky and 2350183 Ontario Inc., Appellants (Applicants) and California Gold Mining Inc., Michael Churchill, Kevin Cinq-Mars, Patrick Cronin, R.W. Tomlinson Limited, John Doe #1-50, and ABC Corporation #1-50, Respondents (Respondents) Alberta Court of Appeal Docket: Edmonton Appeal 1503-0001-AC 2016 ABCA 103 Peter Costigan, Frans Slatter, Frederica Schutz JJ.A. Heard: February 5, 2016 Judgment: April 14, 2016 Business associations –––– Specific matters of corporate organization — Shareholders — Shareholders’ remedies — Relief from oppression — Mis- cellaneous –––– CGM Inc. was public mineral exploration corporation — Ap- pellants, MS and holding company, alleged respondents breached MS’s reasona- ble expectations he would control CGM Inc. if he raised $5M — MS and holding company claimed respondents engaged in oppressive conduct including secret placement of shares that diluted MS’s voting power and refusing to allow MS to appoint third member to board when initial nominee refused position — Chambers judge determined MS had reasonable expectation Term Sheet would be honoured but not reasonable expectation he had sufficient shareholder sup- port for control — He dismissed oppression motion — MS and holding com- pany appealed — Appeal dismissed — Chambers judge did not err in failing to find that loss of opportunity to gain control of CGMI was reasonable expectation violated by secret private placement — Expectation based on loss of opportu- nity, without proof that opportunity more than merely speculative, insufficient to ground oppression — MS failed to identify personal interest that was violated — Not sufficient to allege shareholders generally have expectation that directors generally will not act oppressively — In any event, chambers judge did not find that secret private placement was below market value nor was there any eviden- 2 ALBERTA LAW REPORTS 31 Alta. L.R. (6th) tiary foundation for that assertion — Chambers judge accepted evidence that CGM Inc. had to raise additional funds — Timing, source and pricing of financ- ing was solely matter of business judgment entitled to substantial deference — There was no evidence directors did not act in best interests of corporation, de- spite that so acting may not have coincided with MS’s personal interests — Chambers judge found MS had not attempted to exercise his right to appoint third director — Any expectation to control composition of board past date of annual meeting was inconsistent with corporation’s public statements, statutory disclosure obligations and basic rights of shareholders to choose board of pub- licly-traded company — MS’s reasonable expectation to appoint third director arose not out of MS’s capacity as shareholder but rather as potential financier — MS possessed legal entitlement to acquire shares but did not have right to enjoin further share placements — MS and holding company’s claims were contractual in nature and fell outside legal and jurisdictional boundaries of oppression rem- edy — Chambers judge found MS and holding company did not meet burden of showing they suffered oppression,
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