Emily Kirkpatrick and Saheli Sodhi successfully represented the appellant, Jeff Stromberg, in the Saskatchewan Court of Appeal, on an appeal from a chambers judge’s decision on an oppression application.
The appeal arose from a procedurally unusual and complex oppression application. Kyle Olafson, one of three shareholders of a closely-held company, commenced an oppression claim against the other two shareholders and the company. Mr. Olafson subsequently filed a notice of application seeking interim and final relief on the basis of an alleged act of oppression that was not pled in the claim. The chambers judge found that Mr. Olafson had been oppressed and granted final relief, including an order than the appellants purchase Mr. Olafson’s shares for more than $12 million. Although the application was not brought under the summary judgment rule (an intentional choice on the part of Mr. Olafson), the chambers judge substantively addressed the application as if it was an application for summary judgment. On appeal, Emily Kirkpatrick and Saheli Sodhi argued, inter alia, that the chambers judge erred by: (1) exercising powers only available to a judge on a summary judgment application, when the application was not for summary judgment; (2) concluding that he could decide the application despite irreconcilable conflicts in the evidence affecting that went to both whether oppression had occurred and the appropriate share valuation; and (3) determining that oppression had occurred “in a vacuum” by only relying on uncontroverted facts without considering the surrounding circumstances.
Justice Barrington-Foote, writing for the majority, accepted each of these three grounds. Barrington-Foote J. concluded that the chambers judge exercised fact-finding powers not available to him, and erred by finding that he could decide the application in the face of irreconcilable evidentiary conflicts on relevant facts. Although finding that these procedural defects were sufficient to dispose of the appeal, Barrington-Foote J. went on to find that the chambers judge erred by making an oppression finding on the basis of a “thin slice of the evidence” while expressly concluding that he could not make findings about the broader context, including matters in issue in the main action.
The full reasons for judgment can be found here.
May 21, 2026