J.R THE COURT OF APPEAL FOR SASKATCHEWAN PRECISION METAL FABRICATING LTD., LOREN KATZENBERGER and SHERYL KATZENBERGER (Respondents) APPELLANTS and ROSETOWN AND DISTRICT COMMUNITY BOND CORPORATION (Applicant) RESPONDENT BEFORE: The Honourable Mr. Justice Wakeling (in Chambers) COUNSEL: Mr. N. Turcotte for the Appellants Mr. J. Litman for the Respondent DISPOSITION: Application Heard: July 10, 1996 Application Dismissed: July 16, 1996 Reasons: July 16, 1996 On Appeal From: Q.B. 993 of 1996, J.C. of Saskatoon Appeal File: 2484 Reasons by: The Honourable Mr. Justice Wakeling WAKELING J.A. This is an application of the Rosetown and District Community Bond Corporation to lift the stay which is the result of the appeal taken by Precision Metal Fabricating Ltd., Loren Katzenberger and Sheryl Katzenberger from the order of Kyle J. delivered July 11, 1996. The order in question was made pursuant to s. 234 of The Business Corporations Act, S.S. 1979, c. B-10, as a result of a finding by the chambers judge that the conduct of the Board of Directors of Precision Metal Fabricating Ltd. had been high-handed and oppressive entitling the Rosetown and District Community Bond Corporation to relief. The relief that was provided may well have been entirely appropriate, but it could have the effect of removing control of the said Precision Metal Fabricating Ltd. from Loren Katzenberger and Sheryl Katzenberger who are its present and long-time majority shareholders. This change of control could well occur as early as July 22nd, when a meeting of the shareholders is scheduled to be held at which time the voting rights of the shareholders will be changed as a result of the order of Kyle J. which is under appeal. My concern is that if the order is not upheld on appeal, it will be difficult to undo the results of the July 22nd meeting. I appreciate that banking decisions of importance must be made by the end of this month, but I cannot believe these decisions will not reflect the best interests of the company, as they will be made by the current directors who have the most to lose if they are not made in a sound and business-like fashion. In the result, the application to lift the stay is dismissed with costs to follow the result of the appeal. DATED at the City of Regina, in the Province of Saskatchewan, this 16th day of July, A.D. 1996. WAKELING J.A.
Related decision-145 SaskR 231 The chambers judge had found the conduct of the Board of Directors to be high-handed and oppressive. A meeting of shareholders was scheduled for July 22nd at which time the voting rights of the shareholders was to be changed. That order was under appeal. HELD: The application to lift the stay was dismissed with costs to follow the result of the appeal. 1)If the order was not upheld on appeal it would be difficult to undo the results of the July meeting. 2)The current directors had the most to lose if their decisions did not reflect the best interests of the company and were not made in a sound and business-like fashion.