Author Archives: Jassmine Girgis

About Jassmine Girgis

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

Interpreting the Generalized Duty of Good Faith in Insolvency Proceedings

By: Jassmine Girgis

PDF Version: Interpreting the Generalized Duty of Good Faith in Insolvency Proceedings

Case Commented On: CWB Maxium Financial Inc v 2026998 Alberta Ltd, 2021 ABQB 137 (CanLII)

In CWB Maxium Financial Inc v 2026998 Alberta Ltd, 2021 ABQB 137 (CanLII), the court considered the duty of good faith in the Bankruptcy and Insolvency Act, RSC 1985, c B-3, s 4.2 [BIA], and the Personal Property Security Act, RSA 2000, c P-7, s 66(1) [PPSA], in relation to the plaintiff lenders seeking a final order of receivership against the defendant debtors. This post will focus on the duty in the context of insolvency. It will also comment on and contrast the equitable duty of fairness under the corporate oppression remedy. Continue reading →

A Generalized Duty of Good Faith Applied to Disclaimer Under the CCAA

By: Jassmine Girgis

PDF Version: A Generalized Duty of Good Faith Applied to Disclaimer Under the CCAA

Case Commented On: Laurentian University v Sudbury University, 2021 ONSC 3392 (CanLII)

In this case, the court considered the new generalized duty of good faith in relation to setting aside a disclaimer under the Companies’ Creditors Arrangement Act, RSC 1985, c C-36 (CCAA). When Laurentian University (LU), sought to disclaim agreements with the University of Sudbury (Sudbury) as part of its restructuring, Sudbury brought this motion to set the disclaimer aside, arguing that LU was using the CCAA restructuring process for a collateral or illegitimate purpose, namely to destroy a competitor (at paras 22—24). Sudbury argued that LU’s attempt to disclaim these agreements was a violation of its duty to act in good faith as per s 18.6. Concurrent to this motion, Thornloe University (Thornloe) also brought a motion against LU, dealing with the same issue – to set aside a disclaimer – using similar good faith arguments (Laurentian University of Sudbury, 2021 ONSC 3272 (CanLII) [Laurentian University]). Each motion was dismissed. Continue reading →

Applying the Rule in Foss v Harbottle to Limited Partnerships

By: Jassmine Girgis

PDF Version: Applying the Rule in Foss v Harbottle to Limited Partnerships

Case Commented On: Asher Place Senior Residency Limited Partnership v Balcom, 2021 BCCA 162 (CanLII)

In Asher Place Senior Residency Limited Partnership v Balcom, 2021 BCCA 162 (CanLII), the issue was whether a common law derivative action may be brought on behalf and in the name of a limited partnership against the partnership’s general partner based on alleged wrongs committed by the general partner in its conduct of the business of the limited partnership (at para 1). The Court of Appeal found that procedurally and substantively, it is possible. Continue reading →

Must Creditors be “Analogous to Minority Shareholders” to Obtain Standing for Oppression?

By: Jassmine Girgis

 PDF Version: Must Creditors be “Analogous to Minority Shareholders” to Obtain Standing for Oppression?

Case Commented On: Pricewaterhouse Coopers Ltd v Perpetual Energy Inc, 2021 ABCA 16 (CanLII)

A creditor seeking an oppression remedy must qualify as a “proper person” to make an application. While deciding whether to grant standing, courts have at times maintained that a creditor must be in a position analogous to a minority shareholder. In Pricewaterhouse Coopers Ltd v Perpetual Energy Inc, 2021 ABCA 16 (CanLII) (Perpetual Energy), the Alberta Court of Appeal objected to the shorthand of that analogy while appearing to confirm its substance. This post will address when and how creditors can get complainant status under the oppression remedy, and the effect of the comment in Perpetual Energy on that understanding.

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Ranchman’s Receivership: Exploring Different Proprietary Rights in the Memorabilia

By: Jassmine Girgis*

PDF Version: Ranchman’s Receivership: Exploring Different Proprietary Rights in the Memorabilia

Article Commented On: Natalie Valleau, “Prized saddles, trophies and more picked up by rodeo families after Ranchman’s closure”, CBC News (2 October 2020)

Last month, one of Calgary’s iconic country bars closed its doors. Ranchman’s had been a part of Calgary’s western culture for close to 50 years, having first opened its doors April 27, 1972.

As is typical in receivership proceedings, the lender, the Bank of Montreal (BMO), seized Ranchman’s assets, including historic saddles and other memorabilia that hung from the building’s rafters. These memorabilia had been loaned to the bar by rodeo stars (referred to in this post as the “owners”); in exchange for food and drink, these owners allowed the bar to display the items, but on the understanding that they could take their property back whenever they wanted. Jim Gladstone, a champion calf-roper, commenced this practice after his 1977 world championship, wherein he took his champion saddle to Ranchman’s and, in exchange for not having to stand in line, pay cover, etc., he allowed Ranchman’s to display his saddle for free. Over the years, the bar acquired more memorabilia and trophies under the same conditions.

Upon reading about BMO’s decision to release the memorabilia to the owners (which came as a big relief to them and their families), I wondered whether BMO had concluded that it had no legal rights to retain the memorabilia, or had simply wanted to avoid a potential public relations nightmare (regardless of rights). Although BMO’s decision has rendered this point moot, I wanted to explore whether Ranchman’s could have had an interest in the memorabilia (referred to below as “collateral” or “property”), which would then have determined BMO’s legal rights in it. I write this post based solely on the facts garnered from a few newspaper articles (see here; here; and here).

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