Case information
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34356
Yves Doucet, et al. v. Spielo Manufacturing Incorporated, et al.
(New Brunswick) (Civil) (By Leave)
Docket
Judgments on applications for leave to appeal are rendered by the Court, but are not necessarily unanimous.
| Date | Proceeding | Filed By (if applicable) |
|---|---|---|
| 2011-12-06 | Close file on Leave | |
| 2011-11-25 | Copy of formal judgment sent to Registrar of the Court of Appeal and all parties | |
| 2011-11-25 | Judgment on leave sent to the parties | |
| 2011-11-24 |
Judgment of the Court on the application for leave to appeal, The application for leave to appeal from the judgment of the Court of Appeal of New Brunswick, Number 102-09-CA, 2011 NBCA 44, dated May 12, 2011, is dismissed with costs. Dismissed, with costs |
|
| 2011-11-24 |
Judgment of the Court on the application for leave to cross-appeal, The application for leave to cross-appeal is dismissed without costs. Dismissed, without costs |
|
| 2011-10-11 | All materials on application for leave submitted to the Judges, CJ De Cro | |
| 2011-09-26 | Memorandum of argument in response to the cross-appeal, Included in the reply, Completed on: 2011-09-26 | Yves Doucet |
| 2011-09-26 | Applicant's reply to respondent's argument, Completed on: 2011-09-26 | Yves Doucet |
| 2011-08-26 | Application for leave to cross-appeal, Included in the response, Completed on: 2011-08-26 | Spielo Manufacturing Incorporated |
| 2011-08-26 | Respondent's response on the application for leave to appeal, Completed on: 2011-08-26 | Spielo Manufacturing Incorporated |
| 2011-08-03 | Letter acknowledging receipt of an incomplete application for leave to appeal and without formal Court of Appeal order | |
| 2011-07-29 | Application for leave to appeal, (two volumes) Final CA order missing (rec'd on August 12, 2011-original rec'd August 30, 2011), Completed on: 2011-08-12 | Yves Doucet |
Parties
Please note that in the case of closed files, the “Status” column reflects the status of the parties at the time of the proceedings. For more information about the proceedings and about the dates when the file was open, please consult the docket of the case in question.
Main parties
| Name | Role | Status |
|---|---|---|
| Doucet, Yves | Applicant | Active |
| Dauphinee, Peter | Applicant | Active |
v.
| Name | Role | Status |
|---|---|---|
| Spielo Manufacturing Incorporated | Respondent | Active |
| Manship, Jon | Respondent | Active |
Counsel
Party: Doucet, Yves
Counsel
50 O'Connor Street
Suite 300
Ottawa, Ontario
K1P 6L2
Telephone: (613) 232-7171
FAX: (613) 231-3191
Email: eugene.meehan@mcmillan.ca
Agent
50 O'Connor Street
Suite 300
Ottawa, Ontario
K1P 6L2
Telephone: (613) 232-7171 Ext: 122
FAX: (613) 231-3191
Email: jeff.beedell@mcmillan.ca
Party: Dauphinee, Peter
Counsel
50 O'Connor Street
Suite 300
Ottawa, Ontario
K1P 6L2
Telephone: (613) 232-7171
FAX: (613) 231-3191
Email: eugene.meehan@mcmillan.ca
Agent
50 O'Connor Street
Suite 300
Ottawa, Ontario
K1P 6L2
Telephone: (613) 232-7171 Ext: 122
FAX: (613) 231-3191
Email: jeff.beedell@mcmillan.ca
Party: Spielo Manufacturing Incorporated
Counsel
Catherine A. Lahey
Clarence L. Bennett
Suite 600, Frederick Square
77 Westmorland Street - P.O. Box 730
Fredericton, New Brunswick
E3B 5B4
Telephone: (506) 458-1970
FAX: (506) 444-8974
Party: Manship, Jon
Counsel
Catherine A. Lahey
Clarence L. Bennett
Suite 600, Frederick Square
77 Westmorland Street - P.O. Box 730
Fredericton, New Brunswick
E3B 5B4
Telephone: (506) 458-1970
FAX: (506) 444-8974
Summary
Keywords
None.
Summary
Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.
Commercial law — Corporations — Oppression — Employment law — Respondent Spielo dismissing applicant employees without cause — Applicants contractually bound to reconvey their shares acquired under stock option plan at "net book value" — Interplay of oppression remedy and employment law — Circumstances in which a controlling shareholder can terminate a minority shareholder-employee and force redemption of that employee’s shares — Whether Court of Appeal improperly vacated trial judge’s decision in counterclaim — Canada Business Corporations Act, R.S.C. 1985, c. C-44, s. 241.
In 2002, the respondent Jon Manship was the president and majority shareholder (90%) of Spielo. The applicants were employees. Together they owned less than 2% of the corporation's outstanding shares, acquired under a stock option plan and share subscription agreements. Both men were dismissed without cause. Pursuant to the share purchase agreements, the applicants were contractually bound to reconvey their shares to Spielo at "net book value". A year after the applicants were fired, Mr. Manship announced that Spielo was about to be sold to a third party for up to $225 million. The transfer of shares occurred some six months later. Had the two men remained employees of Spielo, they would have together received another $5 million for their shares.
The applicants sued the respondents alleging breaches of various legal obligations, including a claim tied to the oppression remedy provided for under s. 241(1) of the Canada Business Corporations Act. Spielo brought a counterclaim against Mr. Doucet alleging "after acquired cause" for dismissal and a demand for repayment of his severance benefits together with interest. The trial judge rejected all of the applicants’ claims for compensation, but allowed the counterclaim against Mr. Doucet. The Court of Appeal allowed the appeal in part. The appeal on the main action was dismissed. The appeal on the counterclaim was allowed and a new trial ordered, before a different judge.
Lower court rulings
Court of Queen’s Bench of New Brunswick
2008 NBQB 413
Motion to recall Yves Doucet to give rebuttal evidence dismissed
Court of Queen’s Bench of New Brunswick
M/C 1157-03, 2009 NBQB 196
Applicants’ action against respondents dismissed; counterclaim of respondent Spielo Manufacturing Incorporated allowed
Court of Queen’s Bench of New Brunswick
M/C 1157-03, 2010 NBQB 39
Additional reasons concerning costs
Court of Appeal of New Brunswick
102-09-CA, 2011 NBCA 44
Appeal allowed in part; appeal on main action dismissed; appeal on counterclaim allowed and new trial ordered, before a different judge
Filed documents
The memorandums of argument on an application for leave to appeal will be posted here 30 days after leave to appeal has been granted unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of the memorandum by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a memorandum of argument or want to use a memorandum of argument, please contact the author of the memorandum of argument directly. Their name appears at the end of the memorandum of argument. The contact information for counsel is found in the “Counsel” tab of this page.
Downloadable PDFs
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Related links
The factums of the appellant, the respondent and the intervener will be posted here at least 2 weeks before the hearing unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of factums by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a factum or want permission to use a factum, please contact the author of the factum directly. Their contact information appears on the first page of each factum.
Downloadable PDFs
Not available
Related links
The condensed books of the appellant, the respondent and the intervener will be posted here upon receipt of the electronic version, 2 days prior to the scheduled appeal hearing. You may also obtain copies of condensed books by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a condensed book or want permission to use a condensed book, please contact the author of the condensed book directly. Their contact information appears on the first page of each condensed book.
Downloadable PDFs
Not available