A.I. Enterprises Ltd., et al. v. Bram Enterprises Ltd., et al.

(New Brunswick) (Civil) (By Leave)




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Torts Intentional torts Economic tort of interfering with contractual relations by unlawful means Whether the Court of Appeal erred in law in failing to adopt and apply a definition of unlawful means that would require that any acts committed by the appellants against Greenarm Management Ltd. count as unlawful means only if they were actionable by that third party, subject to the single qualification that they would also be unlawful means if the only reason for which they were not actionable was because the third party had suffered no loss Whether the Court of Appeal erred in law in failing to exclude from the scope of unlawful means acts that were otherwise directly actionable by the respondents against the appellants Whether the Court of Appeal erred in law in failing to apply the proper test to determine whether the appellants had actual knowledge or a suspicion of sufficient strength that an agreement existed coupled with a deliberate choice not to make inquiries.

Five members of a family were involved in the ownership, directorship and management of an apartment building in Moncton, N.B. One member of the family managed the building for a fee (the appellants Alan Schelew and A.I. enterprises Ltd.). In 2000, four members representing the majority decided to sell the building. The relationship between the parties was regulated by a “syndication agreement”. The syndication agreement provided that if the majority decided to sell, the minority would have the right to purchase the building at its appraised value, failing which the property could be marketed to the public. The managing member disagreed with the sale. From spring 2000 to fall 2002, the majority tried to sell the building to interested third parties without success. The managing family member eventually purchased the property but the majority argued that the sale was two years later than expected and it was sold for an amount smaller that the majority could have gotten from a third party purchaser. They argued at trial that the managing member and his company breached their obligations and acted unlawfully towards them and committed an economic interference resulting in losses and they sought damages. The trial judge agreed, found the economic tort of interfering with contractual relations by unlawful means had been established and awarded damages to the respondents. The Court of Appeal dismissed the appeal.