Author: Jassmine Girgis Page 3 of 9

B.A. (Calgary); JD (With Distinction) (Western); LL.M. (Cambridge). Associate Professor. Member of the Alberta Bar. Please click here for more information.

Lifting the Corporate Veil v Personal Liability Under the Oppression Remedy: When Directors Behave Badly, When is Each Remedy Appropriate?

By Jassmine Girgis

On May 16, 2023

In Corporate / Commercial, Remedies

By: Jassmine Girgis

Case commented on: FNF Enterprises Inc v Wag and Train Inc, 2023 ONCA 92 (CanLII)

PDF Version: Lifting the Corporate Veil v Personal Liability Under the Oppression Remedy: When Directors Behave Badly, When is Each Remedy Appropriate?

In FNF Enterprises Inc v Wag and Train Inc, 2023 ONCA 92 (CanLII), the sole shareholder and director of Wag and Train Inc (Wag and Train) had stripped assets from the corporation, causing the company to defeat its creditors. In an action brought by a commercial landlord, the Ontario Court of Appeal declined to lift the corporate veil because the director’s improper conduct was not the source of the corporation’s liability, but it did allow the appellants to pursue the oppression remedy against the director personally.

Environmental Obligations Enforced Between Private Parties: The Extension of Redwater

By Jassmine Girgis

On May 15, 2023

In Bankruptcy and Insolvency, Oil & Gas, Property

By: Jassmine Girgis

Case commented on: Qualex-Landmark Towers Inc v 12-10 Capital Corp, 2023 ABKB 109 (CanLII)

PDF Version: Environmental Obligations Enforced Between Private Parties: The Extension of Redwater

The Qualex-Landmark Towers Inc v 12-10 Capital Corp, 2023 ABKB 109 (CanLII) (Qualex) decision extends the principles from the Supreme Court’s decision in Orphan Well Association, Alberta Energy Regulator v Grant Thornton Limited and ATB Financial, 2019 SCC 5 (CanLII) (Redwater) to a private dispute outside insolvency proceedings.

The Oppression Remedy Tests: Oppression v Unfair Prejudice & Unfair Disregard

By Jassmine Girgis

On October 31, 2022

In Creditors’ Remedies, Remedies

By: Jassmine Girgis

Case commented on: Wisser v CEM International Management Consultants Ltd, 2022 ABQB 414 (CanLII)

PDF Version: The Oppression Remedy Tests: Oppression v Unfair Prejudice & Unfair Disregard

This blog broadly addresses how creditors can utilize the oppression remedy. It includes a specific discussion on the three tests in the oppression remedy. It will not address the issue of severance.

How does Bankruptcy Impact the Priority of a Writ of Enforcement’s ‘Binding Interest’?

By Jassmine Girgis

On September 23, 2022

In Bankruptcy and Insolvency

By: Jassmine Girgis

Case Commented On: MNP Ltd v Canada Revenue Agency, 2022 ABQB 320 (CanLII)

PDF Version: How does Bankruptcy Impact the Priority of a Writ of Enforcement’s ‘Binding Interest’

This case is about the priority of a writ of enforcement’s “binding interest” upon bankruptcy. As the court found here, where a writ is not fully executed as of the date of bankruptcy, the writ’s binding interest ceases to have effect, rendering the writ holder an unsecured creditor and putting it last in priority, after secured and preferred creditors.

Fairness and The Corporate Oppression Remedy: What is the Difference Between “Prejudice” and “Unfair Prejudice”?

By Jassmine Girgis

On May 25, 2022

In Corporate / Commercial, Legal Research

By: Jassmine Girgis

Paper Commented On: “Fairness in The Oppression Remedy: How Does Harm Become Unfair?”, 19^th Annual Review of Insolvency Law, 2021 CanLIIDocs 13557

PDF Version: Fairness and The Corporate Oppression Remedy: What is the Difference Between “Prejudice” and “Unfair Prejudice”?

[The National Judicial Institute (NJI) recently held its civil law seminar in Calgary, Alberta, where I participated in a panel on director and officer liability. The following blog captures some of my remarks during that panel, as well as excerpts from a recent paper that formed the basis of those remarks]

People have a strong intuitive sense of fairness – even children sense when an adult has treated them unfairly. Perhaps for this reason, in the context of the corporate oppression remedy, which has fairness as its foundation, spotting oppression in a set of facts can be relatively straightforward. The problem, however, is that while unfairness (and oppression) can be easy to see, why something is unfair or oppressive can be much more difficult to explain. Indeed, oppression remedy jurisprudence often fails on this point – prejudice or harm may be plainly evident on the facts (Kevin P McGuinness, Canadian Business Corporations Law, 3rd ed, vol 3 (Toronto: LexisNexis Canada Inc, 2017) at §21.135), but without guidance the fairness test can seem obscure, and courts sometimes struggle with it. They get the results right, and they give some reasons, but these reasons often do not provide a clear articulation as to what fairness means.