Shareholders successfully defended an Application alleging that they had improperly solicited proxies. Two of the shareholders sought Costs on a solicitor-client basis instead of based on Schedule C. The Court considered the factors set out in Rule 10.33 for the awarding of Costs.

Justice Romaine cited the case of Secure 2013 Group Inc. v Tiger Calcium, 2018 ABCA 110, stating that solicitor-client Costs are generally “only awarded in rare and exceptional circumstances and may be available if misconduct occurs in the course of litigation”. The shareholders alleged that litigation was conducted as a “weapon” to ensure that they were put to as much expense and hardship as possible in a situation where the allegations were personally and professionally damaging.

Following a detailed review of available evidence and the factors set out in Rule 10.33, Justice Romaine found that the company engaged in misconduct sufficient to warrant an award of Costs on a solicitor-client basis.