BC Supreme Court dismisses breach of contract claim based on alleged oral agreement

March 18, 2022

Hucul v. GN Ventures Ltd., 2022 BCSC 144

In a January 31, 2022 decision, the Honourable Justice Marzari of the Supreme Court of British Columbia dismissed a breach of contract claim brought by Kelly Hucul (the “Plaintiff”), who alleged that he was a founder of GN Ventures Ltd. (the “Company”) and was entitled to the cash value of 10 million shares plus unpaid salary pursuant to an oral agreement with the Company’s former CEO. The Plaintiff alleged that a valuation of the Company’s shares less than five months prior to his alleged entitlement indicated that the 10 million shares could be worth approximately $25 million.

The dispute arose in mid-2019 after the Company acquired a cannabis cultivation licence and commenced operations as a licenced cannabis producer. The Plaintiff, who had been involved in identifying potential acquisition targets for the Company from late 2017 to early 2018, issued a demand alleging that the acquisition of the licence was a triggering event entitling him to 10 million shares. The Company, which had no knowledge of the alleged oral agreement, rejected the Plaintiff’s demand.

The Plaintiff filed his claim in BC Supreme Court on February 10, 2020. The trial took place over three weeks in October and November 2021.

Upon review of the evidence, the Court ruled in favour of the Company, finding that the Plaintiff failed to establish the existence of a contract between himself and the Company that would entitle him to shares or the payment of a salary. While the Plaintiff had developed a business plan with the Company’s former CEO, the Court found that the terms of any agreement remained unsettled and were never adopted by the Company. The Plaintiff also failed to establish that he was entitled to other compensation or restitution from the Company for his contributions.

Steven Evans (Commercial Litigation) represented the successful Company in court proceedings, along with Andrew Hefford (Student).

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