This case involved a dispute between a majority and a minority shareholder concerning the exercise of an option to purchase shares under a separate agreement (the “Option Agreement”). The minority shareholder, Mr. Eger, alleged shareholder oppression and sought arbitration under two Unanimous Shareholder Agreements (the “USAs”), while the majority shareholder argued that the Option Agreement superseded the USAs and nullified any right to arbitration. Central to the dispute were issues regarding the valuation of shares and access to relevant documents.

Mr. Eger argued the Option Agreement was invalid, relying on key principles established in the jurisprudence. He asserted the Option Agreement lacked two essential features. First, exclusivity and irrevocability, as it allowed for assignment and written amendments; and second, a defined time period, as it referred only to a “continuing option.” In response, the Applicants submitted that Mr. Eger failed to properly comply with Rule 6.3(2), which requires an applicant to specify the relief sought and the grounds for it. They noted that this argument was raised for the first time in a Cross-Application Brief.

Justice Mah held that, while there may have been a procedural deficiency, it did not warrant dismissal of the argument. Since all submissions were made in writing and had been exchanged in advance, as contemplated in Reeves v Grassi, 2019 ABQB 416, Mah J. found that the Applicants had a fair opportunity to respond. Specifically, Mr. Eger’s Cross-Application Brief was filed on January 31, 2025, and the Applicants’ Reply on March 20, 2025. Any procedural concerns, Mah J. concluded, could be appropriately addressed through a Costs Order.