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CORPORATIONS - Oppression remedy - Standing - Complainant

Friday, November 29, 2019 @ 8:06 AM  

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Appeal by Chohan and his numbered company from a decision dismissing their claim for damages and an oppression remedy. Chohan signed an agreement to purchase land and paid a $5,000 deposit. He and Sihota entered a verbal agreement to equally contribute to the purchase and development of the land. Sihota contributed $450,000 to the non-refundable deposit. Chohan contributed $45,000. At closing, Chohan assigned his interest in the purchase contract to Lloyd Gardens, which was incorporated for the purpose of the transaction. Title to the land was transferred to Lloyd Gardens. Sihota paid $91,225 as the required cash to close and arranged for two mortgages. Chohan paid $30,000 to Sihota and expenses of $8,000. The trial judge accepted that the parties agreed their equal contributions were to be strictly financial. She rejected Chohan’s arguments that his contribution was to be made up in part by labour and that he was entitled to a finder’s fee. The trial judge found Chohan breached the agreement by not contributing 50 per cent to the deposit and had no entitlement to shares in Lloyd Gardens. She awarded Chohan $88,651 for his financial contribution to the purchase.

HELD: Appeal dismissed. The trial judge did not decide the case contrary to the pleadings. The respondents did not recognize Chohan was entitled to be a shareholder of Lloyd Gardens proportionate to his financial contribution. The trial judge did not err in her conclusion that the parties were to provide equal financial contributions to the purchase or that Chohan’s claim for unjust enrichment for work done failed. The trial judge appreciated the seriousness of Sihota asking a witness to lie.

Lloyd Gardens Inc. v. Chohan, [2019] A.J. No. 1381, Alberta Court of Appeal, F.L. Schutz, R. Khullar and J. Antonio JJ.A., October 17, 2019. Digest No. TLD-November252019010