In Rady et al v Silpit Industries Co, 2016 MBCA 11, the Court of Appeal upheld the application judge’s finding that the relationship between shareholders in a closely held family corporation had broken down sufficiently to justify the granting of equitable relief in the form of an order that one family of shareholders purchase the shares of the other at fair value. According to the court at para. 64: The law recognizes that the relationship of shareholders in a closely held family corporation which, throughout, has operated as a partnership, is very different from a non-family company where the shareholders and principals are involved in the operation of a normal commercial business, and that when one looks to determine whether there has been a breakdown in relationship sufficient to result in an equitable remedy, the reasonable expectations and the test for resulting relief are more liberally interpreted and determined. In this case, where it was clearly demonstrated that the two principals (one of whom was new) had no confidence or trust in one another, the judge made no error in finding both relationship deterioration and a failure of reasonable expectations warranting relief.

The 40-day time period in s. 43(1) of The Builders’ Lien Act does not begin to run unless and until a certificate of substantial performance is given, according to the court in Canotech Consultants Ltd. v. 5994731 Manitoba Ltd., 2016 MBQB 52. Whether a contract has been substantially performed is a matter of opinion and difficult to pinpoint, said the court, and therefore cannot be inferred. The property owner’s motion to dismiss the lien was dismissed.

An important issue dealt with by the court in 177061 Canada Ltd. et al. v. 5771723 Manitoba Ltd. et al., 2016 MBQB 40, is whether a unit holder in a limited liability partnership can give another person an irrevocable proxy to vote which extends beyond a single meeting or adjourned meeting, and if so, whether the proxy is revocable. The court found that, although the proxies in question purported to be unlimited in time and irrevocable, corporate law as incorporated into the affairs of the limited partnership (i.e. The Corporations Act and The Securities Act) recognizes only one kind of proxy, one that is meeting-specific and revocable (upon compliance with s. 142(4) of The Corporations Act). The court also set aside the proxy given to a non-party to the letter of intent (the wife of a business associate of one of the parties), for lack of valuable consideration.

In The Bankruptcy of Frederick Murray Curle, 2016 MBQB 29, the court considers whether, and in what circumstances, equity accounts in a consumer co-op constitute “property of a bankrupt” and are exigible and payable to the Trustee in Bankruptcy by operation of s.67(1) and 71 of the Bankruptcy and Insolvency Act. The court rejected the co-op’s argument that the situation was governed by its by-laws, which placed the rights of a bankrupt member in last priority in the distribution of monies from the shares. It found that the law is very clear that membership shares are to be redeemed within one year of the bankruptcy and that the equity or patronage shares were accountable at the date of bankruptcy. The co-op’s failure to provide any proper accounting of the member’s account, despite frequent requests over several years, and its “cavalier and abusive behaviour” in playing “fast and loose” with the trustee, resulted in the trustee being awarded costs on a solicitor and own client basis.

“(T)he ability of judges of the Court of Queen’s Bench to assume jurisdiction in disputes between commercial parties in the face of an existing arbitration clause is strictly limited” according to the court in Wolfe et al. v. Taylor et al., 2016 MBQB 27. The court rejected the applicant’s argument that an agreement to liquidate made on the courthouse steps was an independent agreement not subject to the arbitration clause in the USA and could be enforced under s.207 of The Corporations Act. The court stated at paras. 27 and 29: …(S)uch an argument excessively parses the language of the USA and restricts the arbitration clause unduly. A unanimous shareholders agreement is an important document in the lives of equal shareholders. It is designed to protect the interests of each shareholder against the misconduct of the other as well as ensure the input of each shareholder into fundamental change in the arrangements that existed when the USA was made. The careful solicitor knows that forecasting what the future may bring in a relationship between two people is well-nigh impossible, and for that reason many USA’s contain an arbitration clause which is intended to provide an informal, expeditious, and theoretically inexpensive procedure for the parties to utilize should conflict, forecasted or not, arise. An arbitration clause contained in a unanimous shareholders agreement evidences the reasonable expectation of both parties that their differences arising from their business relationship will be arbitrated. …where an issue arises wherein one party alleges the existence of unanimous consent for a matter requiring unanimous consent under a unanimous shareholders agreement, the enforcement of that allegation still remains in the first instance with the arbitrator. The requirement of unanimous consent is contemplated by the USA and its existence is therefore a matter “relating to the USA”.

The Planning Amendment Act (Special Planning Areas), S.M. 2015, c.26 has been proclaimed in force effective March 8, 2016. It replaces the provisions of The Planning Act dealing with special planning areas. As noted in the explanatory note to Bill 13, it establishes the Inland Port Special Planning Area for the portion of the inland port found within the Rural Municipality of Rosser, and enables other special planning areas to be established by regulation. It also provides that land use within a special planning area will be controlled by a development plan and a zoning by-law made by ministerial regulation. The Land Surveyors and Related Amendments Act has been proclaimed in force effective March 31, 2016. As noted in the explanatory note to Bill 29, the Act replaces the existing Land Surveyors Act to provide updated legislation for the governance of the land surveying profession. It includes provisions for the registration of members and professional corporations and creates processes for complaints and discipline.

The new federal government released its first budget on March 22, 2016 and legal commentators were quick to respond, particularly with analysis of the tax provisions. For a sampling see: Budget 2016: A New Hope - Stikeman Elliott LLP Federal Budget 2016 — A Focus on the Middle Class and Continued Scrutiny of Corporate Tax Avoidance - BLG 2016 Canadian Federal Budget Commentary – Tax Initiatives - McCarthy Tetrault Special Report – a 63-page editorial commentary by Dentons highlighting the implications of the new tax proposals for businesses and investors.

The Canadian Securities Administrators published final amendments to the regime that governs take-over bids in Canada on February 25, 2016. The amendments will come into force May 9, 2016. Key changes include: extending the minimum deposit period to 105 days (from 35); a minimum tender requirement of more than 50% of the outstanding securities subject to the bid; and a minimum extension period of 10 days after the minimum tender condition and other requirements have been met. For further details see these articles: 105-day take-over bids - what impact on take-over defences? - BLG Canada's New Take-Over Bid Rules Seek To Level The Playing Field – McCarthy Tetrault New Take-Over Bid Regime – Osler

Securities regulators in the Western provinces (including Manitoba) and New Brunswick have adopted the Investment Advice Exemption, a new exemption to the prospectus requirement effective January 14, 2016. It allows issuers to distribute securities to non-accredited investors who have been advised by a registered investment dealer. This BLG article discusses the conditions of use and the practical considerations.

The Future of Poison Pills – this Lexpert article discusses two recent regulatory decisions dealing with shareholder rights plans which shed light on how “poison pills” will be dealt with under the new take-over bid regime. Manitoba’s The Consumer Protection Act (High-Cost Credit Products) – this Aird and Berlis LLP publication discusses how lenders who offer high-cost credit products in Manitoba will have to adopt new procedures when amendments to The Consumer Protection Act (discussed in a previous eLaw) come into force next September. Practice Link – the current Business and Corporate edition of this CBA publication contains articles on climate change reporting standards, the O-Net case, and a cross-border comparison of merger and acquisitions deals. Derivative actions and oppression remedies: the dangers of confusing the two – this article discusses two recent cases illustrating the risk in failing to distinguish between derivative actions and oppression remedies. Producing In Canada - A Guide To Canadian Film, Television And Interactive Digital Media Incentive Programs – download this comprehensive guide for an overview of federal, provincial and private incentive programs for film and tv production. It covers Canadian content production requirements, production services incentives, international treaty co-productions and CRTC co-ventures. First Global Cannabis Law Report – It Had to Happen – this Slaw post discusses The Cannabis Law Report, a new online legal publication providing access to reports concerning the law and regulation of cannabis worldwide. The publishers predict a tsunami of new laws that will bring enormous business and legal opportunities in the coming year.

Aboriginal Law Series – this series concludes with a unique opportunity to explore Indigenous Legal Traditions at Turtle Lodge on Sagkeeng First Nation, on May 17, 2016. Builders’ Liens 2 Part CPD – both parts of this two part afternoon program on builders’ liens on April 27, 2016 are now sold out, but you can complete this form to be added to the wait list. The first half is a builders’ lien primer for those new to the area, and the second is an update on the law post-Stuart Olson. Student registrations are discounted 50%. Annual Hot Topics in Real Estate – the focus of the 2016 version of this popular annual program is on risk and insurance considerations. The May 2 session is sold out, but there are still spots in the morning session on May 3, 2016. Register soon to ensure your spot. Students are eligible for a 50% discount.

City of Winnipeg 101 - learn the ABCs of advocating for clients before City of Winnipeg committees or tribunals at this rescheduled Municipal Law section meeting on April 6, 2016. The meeting takes place from 5:00 to 6:30 pm at Aikins. Cooperative Capital Markets Regulator - the Securities Law section is hosting this lunch session featuring Rhonda Goldberg of the Ontario Securities Commission, on April 15, 2016 at the Pitblado LLP boardroom. Members can attend in-person or via webinar. Contaminated Sites Remediation Act Amendments - legislative amendments in April 2014 brought about a dramatic change in the law surrounding the reporting of existing contamination on property and the allocation of liability among potentially responsible persons. Speaker John Stefaniuk will review the changes at this lunch session to be held April 19, 2016 at TDS LLP.

The focus of the 2016 CBA Competition Law Spring Conference, to be held May 19, 2016 in Toronto, is the opportunities and challenges of transnational commerce. Speakers will explore the international dimensions of a wide range of civil compliance issues, including securing international merger clearance, innovation in competitive impact analysis, and the upcoming abuse of dominance decision in the Toronto Real Estate Board case. For further details see the agenda and registration form.