Contract Law

Aubin v Quantiam Technologies Inc.

Ty Schmidt Case Reporter

Written by Ty Schmidt

In the recent case of Aubin v Quantiam Technologies Inc(2022 ABCA 288), the Alberta Court of Appeal upheld the case management judge’s decision to enforce a minority shareholder’s security interest in a corporate owner’s shares in a corporation. The Court determined that doing so is not an unfair preference of one common shareholder over the others, and does not constitute oppression.

Dr. Petrone, the owner and controlling mind of Quantiam, owed judgment debts to his former spouse, Ms. Aubin, in the form of matrimonial property equalization payments and retroactive spousal support. Payment was facilitated by a trial judge’s previous decision to pierce the corporate veil and allow Ms. Aubin to have access to Dr. Petrone’s interests in Quantiam. The case management judge then ordered Quantiam to purchase shares owned by Dr Petrone and seized them on behalf of Ms. Aubin.

As an “alter ego” party, Quantiam appealed the order on a variety of grounds – most of which were dismissed for insufficient evidence. One issue garnered some substantive discussion, and that was Quantiam’s assertion that the order was an unfair preference over other shareholders and was therefore oppressive. The following were given as further reasons for dismissing the appeal:

  1. None of the other minority shareholders appeared before the Court alleging unequal treatment, and a number of them had the opportunity to do so.
  2. The other shareholders had previously supported a decision to satisfy Ms. Aubin’s judgment by transfer of minority shares to her.[1]
  3. The other shareholders are only minimally affected by this preference, and in fact, “their interest actually increases with a cancellation of some of Mr. Petrone’s shares”.[2]

[1] 2022 ABCA 288 at para 37.

[2] Ibid at para 38.

The views and opinions expressed in the blogs and case reporter are the views of their authors, and do not represent the views of the Desautels Centre for Private Enterprise and the Law, the Faculty of Law, or the University of Manitoba. Academic Members of the University of Manitoba are entitled to academic freedom in the context of a respectful working and learning environment.