AI Enterprises Ltd v Bram Enterprises Ltd

 was a unanimous decision of the Supreme Court of Canada that standardized Canadian jurisprudence with respect to the economic tort of unlawful means.
Background.
Lillian Schelew and her sons, Jeffrey, Michael, Bernard and Alan, owned a company named Joyce Avenue Apartments Ltd which was in possession of an apartment building in Moncton, New Brunswick. The four sons owned eighty percent of Joyce, equally divided via two corporate entities, the respondent Bram Enterprises Ltd. and Jamb Enterprises Ltd. The remaining twenty percent fell to the appellant, A.I. Enterprises Ltd., owned and directed by Alan Schelew. Joyce, Bram, Jamb and A.I. signed a syndication agreement whereby the majority of investors were granted the right of sale, subject to a right of first refusal by any minority investor to purchase the apartment at a professionally appraised price. The terms of the syndication agreement limited the irreversible offer of sale to a fifteen-day window.
In 2000, Bram and Jamb wished to sell the apartment, at that time valued at $2.2 million, but A.I. and Alan Schelew declined to purchase it. Bram and Jamb attempted to sell the property to multiple buyers but were unsuccessful. Two years later, A.I. purchased the apartment for $2.2 million.
Bram and Jamb then sued A.I. for causing loss by unlawful means. They alleged that, due to A.I. and Alan's conduct, the sale had been delayed and at a lesser price than they could have received from a third-party buyer. Bram and Jamb claimed that A.I. and Alan had broken the terms of the syndication agreement, that Alan had breached his fiduciary duty as a joint director of the respondent corporate entities, and that the A.I. and Alan had unlawfully interfered with their economic relations.
The courts below.
At the Court of Queen's Bench of New Brunswick, the trial judge focused on four of the appellants' acts:
In the trial judge's view, all of this conduct was unlawful because it lacked any legal basis or justification. He found that Schelew's conduct in obstructing the sale also breached his fiduciary obligations as director of Bram and Jamb and that A.I. had breached its obligations towards Bram and Jamb under the Syndication Agreement.
The trial judge's decision was affirmed on appeal. At trial, neither side had referred to the recent case of "OBG Ltd v Allan" that had been decided in the House of Lords. Its merits were argued at the Court of Appeal of New Brunswick, which opted to prefer the more narrow reasoning that was expressed by Lord Hoffmann in it for a narrow definition of "unlawful means" whereby only breaches of the civil law such as a tort or breach of contract would suffice. It did, however, allow for principled exceptions to mitigate the rigidity of the narrow rule and crafted an exception, which covered this case, in the following terms:
At the Supreme Court.
The appeal was dismissed, Cromwell J., writing for a unanimous Court, noted that the Court had previously addressed the issue only once before, at that time favouring a narrow construction of the tort. In the present case, it concluded that:
Therefore, the tort of unlawful means was found not to be made out in this case, but Schelew was nevertheless found liable because he had breached his fiduciary obligations as a director of the family companies.
Impact.
The Court also noted that the "Civil Code of Quebec" goes farther than the common law's unlawful means tort, where liability may be imposed on the defendant for conduct which is otherwise lawful but which is done with the intent to injure the plaintiff or in a manner inconsistent with the social ends of that right. In such cases, the appellants' conduct may have been found to fall within the liability's scope in Quebec.