William E. Stransky

Prokam Enterprises Ltd. v. British Columbia Farm Industry Review Board, 2023 BCSC 403

The judicial review proceeding arose from a decision of the Board in the context of a supervisory review into allegations of bad faith and unlawful activity raised in court filings alleging misfeasance in public office by members and staff of the BC Vegetable Marketing Commission. At the conclusion of the lengthy supervisory review, the Board concluded that there was no cogent evidence to substantiate the very serious allegations of wrongdoing and expressed its concern that the complainants had advanced their allegations of bad faith and unlawful conduct for strategic or ulterior purposes. One of these complainants, Prokam Enterprises Ltd., sought judicial review of the decision, alleging that the Board’s decision was ultra vires (which argument was not made before the Board), and that the decision was not procedurally fair and was patently unreasonable. Ken McEwan and Will Stransky opposed each of these bases for review, and further argued that certain of the relief sought by Prokam was premature.

Rogers v. Rogers Communications Inc., 2021 BCSC 2184

This case arose in the context of a corporate governance dispute. Rogers Communications, a British Columbia company, was originally controlled by Mr. Ted Rogers. Following his death, his voting shares were passed to the Rogers Control Trust, which controls approximately 97.52% of the Class A Voting Shares and approximately 9.89% of the Class B Non-Voting Shares, and of which Mr. Edward Rogers is the chair. Following a disagreement regarding the management of the company, Mr. Rogers submitted a written resolution replacing 5 of the company’s 14 directors and voted the control trust’s shares in support of it, relying on certain provisions of the British Columbia Business Corporations Act.  The company’s management, with the support of certain overholding and remaining directors, suggested the resolution was “invalid” and argued that a duly called shareholders’ meeting was required. In reasons issued on November 5, 2021, the Court concluded that the process by which Mr. Rogers obtained the consent resolution was available to him under the company’s Articles and the Act, ordered the company to confirm the replacement directors and all the related relief sought, and ordered costs be payable to Mr. Rogers by the company. In doing so, the Court interpreted for the first-time (a) certain provisions unique to British Columbia company law in Canada, including its definition of “consent resolution”, the guidelines and requirements for submitting such resolutions, and the validity and effect of such resolutions; and (b) the effect of a dual-class shareholder structure on such issues. In a press release issued on Sunday, November 7, the company announced that it would not appeal the Court’s ruling. The full reasons of the Court’s decision can be found here.

Young EnergyServe Inc. v LR Ltd, LR Processing Partnership, 2021 ABQB 101 (CanLII)

Ken McEwan, K.C. and William Stransky successfully represented two defendants in dismissing liens the claimants sought to enforce against its power plant.  The lien claimants, who carried out a turnaround project on a separate facility owned by the landlord, alleged that the services they performed entitled them to a lien over all of the assets found on the lands, including on the land that MFC Power leased and the assets on it. Ken and Will successfully argued that the maintenance and repair work the lien claimants performed could not found a claim under the Alberta Builders’ Lien Act, settling uncertainty under that act as to whether the work on which a lien was claimed had to be connected to or done in the course of construction.  The full reasons can be found here.

Cheung v Ta, 2021 BCSC 101 (CanLII)

Ken McEwan, K.C. and William Stransky successfully represented the plaintiff in a 2-day summary trial in the British Columbia Supreme Court. The underlying action was to enforce a settlement agreement arising from the breakdown of a business venture between the parties. Accepting their interpretation as the only commercially reasonable reading, the Court confirmed that the opposing parties breached the settlement agreement. Given the complexity of the arrangement negotiated, the Court sought further submissions on the appropriate remedy for those breaches. The full reasons can be found here.

Ravvin v Canada Bread Company Limited, 2020 ABCA 424

Emily Kirkpatrick and William Stransky were successful on behalf of the respondent, Kimberley Marie Pfaff, in upholding a decision of the Alberta Court of Queen’s Bench. The action underlying the appeal was one of twelve proposed class proceedings across Canada commenced against a group of retailers alleging a price-fixing conspiracy involving packaged bread. Ms. Pfaff, as a representative plaintiff in a consortium led by Strosberg Sasso Sutts LLP and Orr Taylor LLP, supported a stay of the action in favour of permitting an Ontario-based national class action to proceed. On appeal, Emily and Will successfully argued that the case management judge had jurisdiction to grant a stay of proceedings pursuant to section 5 of Alberta’s Class Proceedings Act prior to any argument for certification. In upholding the decision of the Alberta Court of Queen’s Bench, the Court of Appeal clarified and confirmed the flexibility of courts to manage multi-jurisdictional proceedings in order to advance the objectives of class proceedings generally. Recognizing the need for a “culture shift” in that area (as most outlined in the Canadian Bar Associations’ Resolution 18-03-A, “Canadian Judicial Protocol for the Management of Multi-jurisdictional Class Actions and the Provision of Class Action Notice”, (2018), referenced by the Court), the decision emphasizes the need for judicial economy and the discouragement of overlapping and duplicative proceedings in multiple provinces.  The full reasons can be found here.

Copper North Mining Corp. v. Granite Creek Copper Ltd. 2019 BCSC 2272

On December 3, 2019, Ken McEwan, K.C., Samantha Chang, and Will Stransky successfully opposed an application for an interlocutory injunction and obtained costs of the application payable in any event of the cause. The dispute involved two mining companies which had entered into a confidentiality and standstill agreement in contemplation of a potential plan of arrangement, which was subsequently terminated by the defendant. The plaintiff sought an interim and interlocutory injunction restraining the defendant from completing a share purchase agreement to acquire approximately 30% of the plaintiff’s outstanding shares, on the basis that the transaction was contrary to the standstill agreement. In dismissing the application, the court rejected the plaintiff’s submission that an applicant is not required to prove irreparable harm where the injunction is sought to prevent the breach of a negative covenant, such as a standstill provision and agreed with the defendant that the plaintiff had failed to provide evidence of irreparable harm beyond bald assertion and speculation. The court further concluded that the balance of convenience favoured the defendant, particularly because the evidence before the court raised doubts about the plaintiff’s ability to satisfy an undertaking to abide by an order for damages. The court dismissed the application and awarded costs to the defendant in any event of the cause.

Hydro Aluminium Rolled Products GmbH v. MFC Bancorp Ltd. 2019 BCSC 1536

In Hydro Aluminium Rolled Products GmbH v. MFC Bancorp Ltd., Ken McEwan, K.C. and William Stransky, acting on behalf of merchant bank MFC Bancorp and their subsidiaries and directors, succeeded in an application to dismiss an action on the basis that the BC court had no jurisdiction to hear the dispute. The plaintiff, a German manufacturing company, brought an action to enforce a payment guarantee in BC, amongst other claims. The MFC Bancorp defendants, who were not resident in BC, argued that the claims should be litigated in Germany. In dismissing the action, the court found that MFC Bancorp had established that the BC court did not have jurisdiction. In particular, the court accepted MFC Bancorp’s arguments that the allegations all addressed conduct that substantially occurred in Germany and was governed by German law. The court further found that even if it there was a connection to BC, MFC Bancorp had overwhelmingly established that Germany was the better jurisdiction to hear the dispute. MFC Bancorp’s application was granted in full, with costs.