AMLC is proud to have 7 lawyers recognized by Best Lawyers®

Congratulations to Wes, Greg, Wanda and Bryan for being recognized in the 20th edition of The Best Lawyers in Canada™ and to Nojan, Jorie, and John for being recognized in the fifth edition of Best Lawyers: Ones to Watch in Canada™.

This is the first year where over half of the AMLC team received this recognition. We are proud to be building a firm with solid bench strength from all of its players.

You can learn more about Best Lawyers®, a peer reviewed publication and a source of legal referrals, on their website: www.bestlawyers.com.

John Trueman and Naomi Baker attain big victory in employment case

AMLC lawyer John Trueman and articled student Naomi Baker achieved a significant victory for their client, including 24 months' severance and $70,000 in aggravated and punitive damages.

Our client was employed by the Kensington Community Centre Association for 26 years until a feud between rival boards caused the Association's bank account to be frozen, leaving no money to pay her.  One of the factions then sued her, together with the other faction, making scurrilous allegations of misconduct.

After over two years of perseverance, including multiple court appearances and a Mareva injunction, John and Naomi achieved a significant victory for the plaintiff.  The British Columbia Supreme Court awarded 24 months' severance, the highest award possible under normal circumstances.  In recognition of the Association's malicious and reprehensible treatment of the plaintiff, the Court awarded a further $70,000 in aggravated and punitive damages to the plaintiff.

Echoing John's submissions on behalf of the plaintiff, the Court declared at para. 98 of the judgment that "[t]his Court must send a clear message to employers that allegations of theft and fraud should not be made lightly or for ulterior motives against current or former employees. ... A substantial punitive damages award is the Court’s primary tool for denouncing and punishing this behaviour and to ensure that it is deterred going forward."

John regularly supports both employers and employees in finding practical solutions to workplace problems.  Although most employment disputes are resolved through skilful diplomacy, John does not hesitate to advocate for his clients in Court when necessary.

 For the full details on this case, visit: 2025 BCSC 1563 .  For more information on Allen / McMillan's employment practice, please contact John (john@amlc.ca).

Greg Allen and Kaitlyn Meyer win $2.2 million judgment in 19-day trial

Greg Allen and Kaitlyn Meyer (along with former associate, Chloe Trudel), successfully represented the plaintiff in a claim against its insurer for unpaid business income losses.

The plaintiff intended to open a restaurant and event business in South Surrey when its plans were interrupted by a land subsidence incident on the neighbouring property. Although the insurer paid the plaintiff over $1 million for its business income losses under the policy, the court found that the plaintiff was entitled to a further $2,278,000 during the applicable indemnity period.

The trial judge further determined that the insurer had breached its duty of good faith contractual performance in its administration of the plaintiff’s claim. Specifically, the insurer failed to assess evidence of the plaintiff’s business income losses in a fair and balanced manner, including reviewing evidence presented by the plaintiff’s own accounting experts at the time. Moreover, the trial judge found that the insurer should not have exercised its discretionary powers to cancel the policy a final time as it had not advised the plaintiff that electing to accept the “actual cash value” of the repairs rather than repairing the property would likely lead to a cancellation.

 For the full details on this case, visit: 2025 BCSC 1532. For more information on Allen / McMillan’s commercial litigation practice, please contact Greg (greg@amlc.ca) or Kaitlyn (kaitlyn@amlc.ca).

Welcome our new articled student, Noah Faust-Robinson!

AMLC is pleased to welcome Noah Faust-Robinson back to the team as an articling student.

Noah completed his summer articles at AMLC before graduating from the University of Victoria this spring. We are excited to have him rejoin the team.

Welcome back to the team, Noah!

AMLC Hosted a 2L Summer Student Firm Tour

This week, AMLC hosted a summer firm tour in collaboration with the University of Victoria Faculty of Law. We were happy to welcome the students into our office and give them a behind-the-scenes look at what we do. Thanks to everyone who attended. We look forward to meeting you again during interviews this fall! 

AMLC Legal Insights: Two’s a Crowd – court ordered shotgun sales in closely held companies

By Bryan Hicks & Molly Robson (articling student)

In a recent decision, the Supreme Court of British Columbia resolved an impasse between the co-founders and sole shareholders/directors of a currency exchange business by ordering one shareholder to present a “shotgun” offer to purchase the other owner’s shares. It will then be up to the recipient to either accept the offer or turn things around by buying the offeror’s shares for the same price. Either way, one of the shareholders will be bought out leaving the other as the sole owner and director going forward.

Shotgun sales are a useful remedy in closely held companies where the shareholders are stuck in a deadlock and the court is asked to step in. However, the specific structure of a shotgun sale should be tailored to the circumstances of each case. This case is a helpful reminder that shareholders should give careful consideration to how they should structure their shotgun offer to increase the likelihood of getting to the desired outcome.

Emadi v. Soleymani, 2025 BCSC 1178

Pouria Emadi and Reza Soleymani launched VanEx Currency Exchange Inc. (“VanEx”) in 2019. The business operated for several years without major issues, and revenues continued to grow. As of 2023, VanEx had eleven employees and annual revenues of approximately $1.7 million. Mr. Emadi serves as the Company’s President and has managed the business since its founding. Mr. Soleymani has not been directly involved in the Company’s day-to-day affairs.

The relationship between the co-founders started to deteriorate in about May 2024, eventually putting  VanEx in a deadlock. It became apparent to both parties that they could no longer work together and VanEx could not survive the impasse.

Mr. Emadi applied to the Court for a just and equitable winding up of VanEx under section 214 of the Canada Business Corporations Act (the “Act”). Both parties agreed this was an appropriate case for the Court to use its jurisdiction to address the deadlock, but rather than liquidating and dissolving VanEx, the Court should exercise discretion under section 241 of the Act to order that one shareholder buyout the other by way of shotgun purchase.

However, the parties could not agree on various details such as which of them should be required to make the offer, whether the offer should be structured as an offer to purchase or to sell, whether the offer should be for the Company’s assets rather than its shares, and how outstanding shareholder loans owed by VanEx to each of the shareholders should be addressed as part of a shotgun purchase.

The court hearing proceeded in a rushed manner and there was insufficient time to canvass all of the issues raised. Rather than schedule additional hearing time, the Court asked each party to file written arguments for the Court to consider when formulating a resolution to the corporate deadlock.

The Court ultimately ordered that Mr. Emadi is required to make an offer for the purchase of Mr. Soleymani’s shares within 21 days of receipt of certain information from Mr. Soleymani, and the offer must also provide for the repayment of Mr. Soleymani’s shareholder loan. Mr. Soleymani will then have 21 days to accept the offer, failing which he will be required to purchase Mr. Emadi’s shares and provide for the repayment of Mr. Emadi’s shareholder loan on the same terms as Mr. Emadi’s offer.

The Court placed considerable weight on the fact that Mr. Emadi was better positioned to value the Company and run it going forward when structuring the shotgun as an offer to be made by Mr. Emadi for the purchase of Mr. Soleymani’s shares. The Court rejected Mr. Soleymani’s suggestion of an asset purchase rather than a share transaction since it would have been more complicated, less certain, and more likely to result in further disputes.

Takeaways

Shareholders in closely held companies sometimes have a falling-out.  When that happens, it might be appropriate to seek a buyout of one or more shareholders. However, it is important to consider how such offers should be structured. Various factors are often relevant including who is in the best position to run the business going forward, whether one of the parties lacks the resources to complete a purchase, and how to approach the issue of valuation.

Courts have broad discretion to formulate a forced buyout in circumstances where a closely held company is stuck in a deadlock, whether by shotgun sale or with the involvement of a business valuator. Importantly, the court is not required to first make a finding of wrongdoing in deadlock scenarios if it can be shown that the most appropriate solution is for one party to exit the company.

Experienced legal counsel can help navigate these delicate situations and formulate a strategy for achieving a favourable outcome.

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AMLC Legal Insights are intended for informational purposes only and do not constitute legal advice or opinion.