GILL v 1176520 ALBERTA LTD, 2020 ABQB 274


6.45: References to referee
13.6: Pleadings: general requirements

Case Summary

While presiding over the Plaintiffs’ Action to enforce an agreement for the sale of shares in a small business, Justice Feth upheld the impugned sale and granted punitive damages against the Defendant at an elevated quantum.

After assessing the parties’ respective narratives, His Lordship concluded that despite the alleged language barrier issues at play during the formation of the contract, the parties had executed a valid agreement for the sale of shares in exchange for funding, which the Defendant deliberately breached. As such, the Court concluded that the Plaintiffs were entitled to 25% of the shares in the corporation in question, as required by the contract. Justice Feth granted the Plaintiffs punitive damages in a greater amount than was sought in their Amended Statement of Claim. In justifying this award, His Lordship reasoned that while Rule 13.6(2)(c) requires a claimant to explicitly set out the types of damages pursued, when a specific sum of punitive damages is stipulated in the pleadings, a Trial Judge has discretion to expressly or implicitly amend the pleadings to fix the appropriate quantum.

Additionally, Justice Feth ruled that the Plaintiffs were entitled to their share of the profits which they would have received during the timeframe in which they were wrongfully deprived of their stake in the business. To implement this measure, the Court ordered an accounting of the business to determine the appropriate award. Justice Feth also noted that should the parties encounter any disputes in appointing an evaluator, or determining the correct quantum of profits to be distributed, the Court would retain jurisdiction to assign a referee to resolve such issues pursuant to Rule 6.45.

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