Campbell v Paradise Petroleums Ltd, 2021 ABQB 864

Court of Queen’s Bench of Alberta Citation: Campbell v Paradise Petroleums Ltd, 2021 ABQB 864 Date: 20211104 Docket: 1401 13311 Registry: Calgary Between: Dwight Campbell, Rhonda Campbell and Corporate Drilling Consultants Inc. Respondents/Plaintiffs - and - Paradise Petroleums Ltd. and Wayne Henuset Appellants/Defendants Corrected judgment: A corrigendum was issued on December 15, 2021; the corrections have been made to the text and the corrigendum is appended to this judgment. _______________________________________________________ Reasons for Decision of the Honourable Justice J.C. Price _______________________________________________________ I. Introduction

[ 1 ] This is an appeal from a Master’s decision reported at Campbell v Paradise Petroleums Ltd , 2020 ABQB 637 , granting the Plaintiffs’

summary judgment application in the sum of $450,000.00, plus prejudgment interest in the amount of $37,656.88, plus costs in the amount of $18,700.52. [ 2 ] The Appellants assert that the Master erred in granting

summary judgment to the Plaintiffs. [ 3 ] For the reasons that follow, I find, based on the record before me, that there was sufficient evidence on the record before the Master to make the findings that he made. A fair and just determination could be made, and was made, in this case. In the result, there is no genuine issue to be tried. I find that the Plaintiffs have proven their claim against the Defendants. Accordingly, the appeal of the order for

summary judgment granted by the Master is dismissed and the judgment stands. II. Standard of Review [ 4 ] There is no dispute that an appeal from a Master's decision is de novo and the standard of review is correctness: Bahcheli v Yorkton Securities Inc. , 2012 ABCA 166 at para 12 . [ 5 ] Rule 6.14 of the Alberta Rules of Court , Alta Reg 124/2010 (“ Rules ”) governs appeals from a Master’s decision.

Rule 6.14(3) states: An appeal from a master’s judgment or order is an appeal on the record of proceedings before the master and may also be based on additional evidence that is, in the opinion of the judge hearing the appeal, relevant and material. [ 6 ] In this case, no additional evidence has been filed.

Where the appeal from the Master’s decision involves the same record and the same submissions, I may frame my reasons with reference to the Master’s decision where I agree with them: HOOPP Realty Inc v Emery Jamieson LLP , 2020 ABCA 159 at para 41 ; 1490703 Alberta Ltd v Chahal , 2021 ABQB 495 at para 4 . [ 7 ] The record that was before the Master is the same as that before me and includes the following: a. Affidavits of Wayne Henuset sworn October 20, 2017 and December 18, 2019; b. Affidavit of Reid Henuset sworn June 12, 2019; c.

Affidavits of Dwight Campbell sworn August 22, 2017, November 3, 2017, October 17, 2018 and September 9, 2019; d. Transcript of questioning on Affidavit of Dwight Campbell on August 18, 2020; e. Transcript of questioning on Affidavit of Wayne Henuset on August 18, 2020; f. Affidavit of Lisa Greig sworn September 19, 2019; and g. The filed pleadings including: the Amended Statement of Claim filed February 27, 2018 and the Statement of Defence to Amended Statement of Claim filed March 9, 2018. III.

Issue [ 8 ] The primary issue in this case is whether, in having regard to the state of the record and the issues, it is possible to fairly resolve the dispute on a

summary basis, or whether uncertainties in the facts, the record or the law reveal a genuine issue requiring a trial? IV. Overview of the Claim and the Defence [ 9 ] Pursuant to the Amended Statement of Claim, the Plaintiffs claim that:

a) The Plaintiffs and Paradise Petroleums Ltd. (“Paradise”) entered into a Share and Joint Venture Interests Purchase Agreement in January of 2013 (the “Agreement”). Pursuant to the Agreement, Paradise purchased Dwight Campbell’s shares (the “Shares”) of Relative Resources Ltd. (“Relative”) and certain working interests held by the Plaintiffs (the “Working Interests”) in Relative (collectively, the Shares and the Working Interests are referred to hereinafter as the “Purchased Assets”). The Agreement established the aggregate purchase price as $450,000.00 (the “Purchase Price”) to be paid to the Plaintiffs in three installments.

b) The Plaintiffs transferred the Purchased Assets to Paradise under the Agreement.

c) On completion of the transfer of the Purchased Assets, and as contemplated in the Agreement, Paradise provided the Plaintiffs with a post-dated cheque dated May 27, 2013, in the amount of $150,000.00, and a post-dated cheque dated June 30, 2013, in the amount of $150,000.00. These were initial payments by Paradise towards the Purchase Price for the Purchased Assets (the “Cheques”).

d) In June of 2013, the Cheques were dishonoured by Paradise’s bank and continue to be dishonoured.

e) Paradise breached the Agreement by failing to pay the Plaintiffs the amount owing for the Purchased Assets.

f) Paradise has received benefit and has been unjustly enriched on account of the Purchased Assets being transferred to or for the

benefit of Paradise, for no consideration.

g) The Plaintiffs have demanded that Paradise pay the $450,000.00 debt owed under the Agreement but Paradise has failed, neglected and/or refused to do so. [ 10 ] Pursuant to the Statement of Defence to Amended Statement of Claim, the Defendants deny that an agreement was ever finalized and plead the Statute of Frauds (1677), 29 Cha. 2, c. 3. Regardless, the Defendants assert that the transfer of the Purchased Assets from the Plaintiffs to Paradise was never completed, as such the Plaintiffs still own the assets. V.

Background Facts [ 11 ] From my review of the record, the chronology and facts set out in the Master’s decision is accurate. Accordingly, I repeat and rely on the chronology and facts therein. [ 12 ] Relative is a Manitoba petroleum and natural gas production company. Dwight Campbell, a Plaintiff in this action, was one of Relative’s principals from its inception. Mr. Campbell is also a former director and shareholder of Relative. Paradise is an oil and natural gas production company based in Calgary, Alberta, that formerly had operations in Manitoba.

Wayne Henuset, a Defendant in this action, is the principal of Paradise as well as a director and officer. [ 13 ] In 2012, Relative’s corporate structure had Mr. Campbell and his two business partners each owning one-third of the shares in Relative. Between March of 2012 and August of 2012, Paradise purchased the shares of Relative owned by Mr. Campbell’s two business partners. In November of 2012, after Paradise had completed these purchases and secured ownership of two-thirds of the shares in Relative, Mr. Henuset approached Mr.

Campbell with a proposal for Paradise to purchase his one-third share interest in Relative as well as the Plaintiffs’ Working Interests. [ 14 ] After initial discussions, Mr. Henuset and Mr. Campbell agreed upon the Purchase Price of $450,000.00 for the Purchased Assets. They shook hands. A few days later, the two men met at Relative’s office in Reston, Manitoba, and agreed upon a payment plan whereby Paradise would provide the Plaintiffs with three separate payments for the Purchased Assets.

These payment details were later committed to writing, with the installments to be paid in the following amounts and on the following dates: $150,000.00 payable in cash as of the Closing Time as defined in the Agreement; $150,000.00 payable in cash as of June 30, 2013; and $150,000.00 payable in cash as of December 31, 2013. [ 15 ] At the direction of Paradise, on February 3, 2013, an email was sent to all investors of Relative announcing that Mr. Henuset had purchased all of Mr. Campbell’s interest in Relative and that Mr. Campbell was no longer with Relative (the “February 3, 2013 Email”).

The February 3, 2013 Email stated as follows: To all investors of Relative Resources Ltd.: Just a memo to let you know that Wayne Henuset has purchased Dwight Campbell’s interest in Relative Resources Ltd. Dwight is no longer with the company. All inquiries regarding investments or questions about the well you are invested in should now be forwarded to: Wayne Henuset ... [ 16 ] In May of 2013, at Paradise’s direction, Mr. Campbell attended at Paradise’s office located in Calgary, Alberta to pick up conveyancing documents which had been prepared by Paradise’s legal counsel (the “Conveyancing Documents”).

The Conveyancing Documents included: the Agreement, a stock transfer, a power of attorney and two assignment of joint venture agreements. [ 17 ] Two versions of the Agreement were prepared, the first in January of 2013 and the second in April of 2013. While many of the terms were similar but not identical, the terms I find most relevant to my decision were consistent between both versions. Mr. Campbell signed both versions of the Agreement. [ 18 ] On May 22, 2013, Mr. Campbell attended at Paradise’s office with his signed resignation as director and President of Relative.

He also delivered to Paradise the Conveyancing Documents which had been executed by the Plaintiffs. Mr. Campbell met with an officer of Paradise, Reid Henuset, who provided him two post-dated Cheques authorized by Paradise, each for $150,000. One was dated May 27, 2013 and the other June 30, 2013. The Cheques expressly stated that they were for the “Purchase of Relative Resource’s Shares”. [ 19 ] Mr. Campbell’s evidence is that he was told by Reid Henuset that Wayne Henuset was out of town, that Wayne Henuset would sign the Agreement when he returned and that Paradise would provide Mr.

Campbell with a copy of the executed Agreement after Wayne Henuset had signed it. [ 20 ] The Plaintiffs say that the Cheques were “partial payment” for the Purchased Assets. Paradise counters that the Cheques were provided at Mr. Campbell’s request, only to demonstrate Paradise’s serious and good faith intentions to conclude negotiations in short order, but they were post-dated and thereby made cancellable if no agreement was ultimately reached. The undisputed evidence before me is that it was never communicated to Mr. Campbell that the Cheques were conditional.

I also find that at the time the Cheques were handed to Mr. Campbell, negotiations were concluded; the deal was done. [ 21 ] The day after Mr. Campbell’s attendance at Paradise, Paradise says it was contacted by an Investigator of the Enforcement

Branch of the Securities Division of the Financial and Consumer Affairs Authority of Saskatchewan in connection with an investigation into Relative for various securities violations (the “Investigation”). [ 22 ] The Agreement included a representation and warranty by Mr.

Campbell that “there are no actions, suits or proceedings... pending or... threatened against or affecting, Relative... before or by any Governmental Body.” “Governmental Body” was defined to include any provincial administrative or regulatory board, agency or tribunal. [ 23 ] Upon learning of the Investigation, Wayne Henuset and Reid Henuset say that they concluded that Mr. Campbell would be unable to truthfully provide the contemplated representation and warranty.

They decided at that time that they did not wish to proceed any further toward a transaction with the Plaintiffs unless and until the allegations were satisfactorily cleared up. Mr. Henuset did not sign either version of the Agreement. [ 24 ] The Henusets did not immediately advise the Plaintiffs of their concerns. Instead, Paradise simply stopped payment on the two post-dated cheques given to Mr. Campbell. [ 25 ] Mr. Campbell says that he only learned about the Investigation after payment on the Cheques was stopped in early June of 2013. In a June 11, 2013 email from Reid Henuset, Mr.

Campbell was advised that Paradise had recently been “contacted by the Saskatchewan government regarding Relatives investors and filings done”. While Paradise stated they were nervous about the Investigation, they reassured Mr.

Campbell that “we are doing all the necessary steps that are being asked and hopefully nothing comes of it because we do want to close on the deal just have to make sure everything is okay”. [ 26 ] Although the Defendants assert that they ultimately did not close the deal and, therefore, that the Plaintiffs still maintain the Shares and Working Interests in Relative, the evidence discloses otherwise. [ 27 ] From and after the February 3, 2013 Email to the investors of Relative, the evidence on the record establishes that Paradise treated the Shares and the Working Interests held by the Plaintiffs as their own and treated the Plaintiffs likewise, as if the Plaintiffs no longer owned the Purchased Assets.

Paradise effectively took over de facto ownership of the Shares and Working Interests and treated Mr. Campbell as though he was no longer an officer and director of Relative. The following evidence on the record lends credence to this finding: • Notwithstanding Paradise’s contention that they own only two-thirds of the shares of Relative and that Mr. Campbell still owns the remaining one-third: o Mr. Campbell has not, since January of 2013, received any notices of Relative’s shareholder meetings as required by The Corporations Act , CCSM c C225 ; o Mr.

Campbell has not been asked to consent to any shareholders’ resolutions in circumstances required by The Corporations Act ; o Mr. Campbell has not been provided with any of Relative’s financial statements nor received any dividend payments; o On December 16, 2014, Relative, under the control of Paradise, transferred all of the undertaking, property and assets of Relative, as a going concern, to Paradise for no current monetary compensation. Mr. Campbell had no knowledge of this transaction, despite that it affected substantially all of Relative’s assets and, therefore, pursuant to The Corporations Act , Mr.

Campbell (if he was indeed a one- third shareholder of Relative) should have been informed; • Notwithstanding Paradise’s contention that the Plaintiffs still hold the Working Interests, one of these being an interest in the “6- 7” well: o The Plaintiffs’ unchallenged evidence is that, since January of 2013, they have not received any investor payments or any investor reports with respect to any of the Working Interests; o As a specific example: ▪ Between January of 2013 and June of 2013, Lisa Greig, who also owned a working interest in the 6-7 well operated by Relative, then Paradise, and now Tundra, received monthly investor reports on the 6-7 well from Relative.

From July of 2013 through October of 2016, she received investor reports, and payments, from Paradise with respect to the same working interest. Paradise forwarded neither the reports nor the payments to the Plaintiffs; ▪ It appears that either Paradise appropriated the Working Interests held by the Plaintiffs, as was contemplated by the Agreement, or they appropriated the Plaintiffs’ payments with respect to the 6-7 well; ▪ The only answer from Paradise was speculation that perhaps Mr.

Campbell owed payments with respect to other working interests being administered by Paradise and his entitlement to the payments for the 6-7 well was set-off. However, Paradise provided no evidentiary foundation for this speculation; ▪ In July of 2017, a third party, Tundra Oil & Gas Partnership (“Tundra”) did recommence reporting to the Plaintiffs with respect to at least some of their Working Interests.

The Plaintiffs replied to Tundra that their interests had been sold to Paradise and Tundra thereupon ceased reporting; • On May 31, 2017, Paradise sold its assets to Tundra for $10,800,000.00 (the “Tundra Agreement”). This transaction included assets which Paradise had obtained from Relative. In its agreement with Tundra, Paradise made the following representations: o Relative is, and as of December 16, 2014 was, a wholly-owned subsidiary of Paradise [in other words, Mr. Campbell owns no shares in Relative]; and

o Paradise acquired all of the legal and beneficial interests of Mr. Campbell, Rhonda Campbell and Corporate Drilling Consultants Inc. in and to any shares in the capital of Relative and any working interests in the assets of Relative pursuant to a Share and Joint Venture Interests Purchase Agreement dated in or about the month of January 2013. [ 28 ] Further, although the Defendants contend that Mr. Campbell was still an officer and director of Relative until August 16, 2014, the evidence indicates otherwise. Mr. Campbell resigned as a director and as the President of Relative, effective April of 2013.

This resignation was accepted, and no documents were returned to Mr. Campbell. In my view, it is irrelevant that Mr. Campbell submitted his resignation as director twice, first in May of 2013 and again in August of 2014. The August 16, 2014 correspondence confirmed what Mr. Campbell and Paradise already knew, that he was no longer a director of Relative. I find that the second resignation was redundant. [ 29 ] In addition, when requested to by Reid Henuset, Mr. Campbell transferred Relative’s bank account to Paradise in November of 2013. It appears that Mr.

Campbell retaining authority over Relative’s Bank account after he had resigned from the corporation was an oversight by both him and Wayne Henuset. Although the bank and corporate registry records were not updated until later, Wayne Henuset and Paradise had de facto control of Relative from and after the February 3, 2013 Email. [ 30 ] Based on my review of the evidence in the record, I find, on a balance of probabilities, that an agreement was reached between the parties. Paradise was transferred the Purchased Assets as contemplated by the Agreement.

Thereafter, Paradise’s failure to pay the Plaintiffs the Purchase Price effectively resulted in the Defendants having appropriated the Shares and Working Interests held by the Plaintiffs. VI. Law and Analysis Test for

Summary Judgment [ 31 ] The Plaintiffs relied on Rules 7.2 and 7.3 in their application for

summary judgment. [ 32 ] Rule 7.2 provides as follows: On application, the Court may at any time in an action give judgment or an order to which an applicant is entitled when (

a) admissions of fact are made in a pleading or otherwise, or (

b) the only evidence consists of records and an affidavit is sufficient to prove the authenticity of the records in which the evidence is contained. [ 33 ] This rule may be used at anytime during legal proceedings and by any party. However, notwithstanding how broadly Rule 7.2 is worded, it is limited to what is contained in (

a) or (b). [ 34 ] Rule 7.3 provides as follows:

(1) A party may apply to the Court for

summary judgment in respect of all or part of a claim on one or more of the following grounds: (

a) there is no defence to a claim or part of it; (

b) there is no merit to a claim or part of it; (

c) the only real issue is the amount to be awarded.

(2) The application must be supported by an affidavit swearing positively that one or more of the grounds described in subrule (1) have been met or by other evidence to the effect that the grounds have been met.

(3) If the application is successful the Court may, with respect to all or part of a claim, and whether or not the claim is for a single and undivided debt, do one or more of the following: (

a) dismiss one or more claims in the action or give judgment for or in respect of all or part of the claim or for a lesser amount; (

b) if the only real issue to be tried is the amount of the award, determine the amount or refer the amount for determination by a referee; (

c) if judgment is given for part of a claim, refer the balance of the claim to trial or for determination by a referee, as the circumstances require. [ 35 ]

Summary judgment is a procedure alternative to

summary trials or full trials. It is appropriate where there is no genuine issue requiring a trial; when the judge is able to reach a fair and just determination on the merits on a motion for

summary judgment. This will be the case when the process (

a) allows the judge to make the necessary findings of fact, (

b) allows the judge to apply the law to the facts, and (

c) is proportionate, more expeditious and a less expensive means to achieve a just result : Hryniak v Mauldin , 2014 SCC 7 at para 49 ; Windsor v Canadian Pacific Railway , 2014 ABCA 108 at para 13 ; Stefanyk v Sobeys Capital Incorporated , 2018 ABCA 125 at para 12 . [ 36 ] Our Court of Appeal’s decision of Weir-Jones Technical Services Incorporated v Purolator Courier Ltd . , 2019 ABCA 49 [ Weir-Jones ], reviewed and restated the law in Alberta regarding

summary judgment and is the leading case in Alberta on the same. The

approach to

summary judgment applications was described by the Court of Appeal in that case at para 47 as follows: The proper approach to

summary dispositions, based on the Hryniak v. Mauldin test, should follow the core principles relating to

summary dispositions, the standard of proof, the record, and fairness. The test must be predictable, consistent, and fair to both parties. The procedure and the outcome must be just, appropriate, and reasonable. The key considerations are:

a) Having regard to the state of the record and the issues, is it possible to fairly resolve the dispute on a

summary basis, or do uncertainties in the facts, the record or the law reveal a genuine issue requiring a trial?

b) Has the moving party met the burden on it to show that there is either "no merit" or "no defence" and that there is no genuine issue requiring a trial? At a threshold level the facts of the case must be proven on a balance of probabilities or the application will fail, but mere establishment of the facts to that standard is not a proxy for

summary adjudication.

c) If the moving party has met its burden, the resisting party must put its best foot forward and demonstrate from the record that there is a genuine issue requiring a trial. This can occur by challenging the moving party's case, by identifying a positive defence, by showing that a fair and just

summary disposition is not realistic, or by otherwise demonstrating that there is a genuine issue requiring a trial. If there is a genuine issue requiring a trial,

summary disposition is not available.

d) In any event, the presiding judge must be left with sufficient confidence in the state of the record such that he or she is prepared to exercise the judicial discretion to summarily resolve the dispute. To repeat, the analysis does not have to proceed sequentially, or in any particular order. The presiding judge may determine, during any stage of the analysis, that

summary adjudication is inappropriate or potentially unfair because the record is unsuitable, the issues are not amenable to

summary disposition, a

summary disposition may not lead to a "just result", or there is a genuine issue requiring a trial. [ 37 ] I find that this is an appropriate case for

summary judgement. The parties agree on many of the essential facts of this action, although they frame the facts in ways that support their position. This is not uncommon and does not impede my ability to make findings of fact and draw inferences. The Defendants have not met their burden of proving any genuine issue which requires a trial. I am satisfied that I can fairly resolve the dispute on the comprehensive record before me.

The Plaintiffs Have Established Their Debt Claim for Breach of Contract [ 38 ] Notwithstanding the fact that Paradise never signed the Agreement, as earlier stated, I find that Paradise and the Plaintiffs had a valid and binding written agreement. [ 39 ] In their defence, the Defendants plead and rely on the Statute of Frauds . This legislation imposes requirements for agreements involving land, in order to be actionable, to be in writing and signed by the parties.

What is required to be in writing does not have to be the agreement for sale, rather it could be “other writing” evidencing that there was an agreement: Jusza v Dobosz , 2003 ABQB 512 at para 38 . [ 40 ] I agree with the Master, first, that the Statute of Frauds does not apply to the Shares of Relative that were held by Mr. Campbell and sold to Paradise. Shares are not interests in lands. Second, like the Master, without deciding whether the Working Interests formerly held by the Plaintiffs are interests in lands, I find that the Statute of Frauds is, regardless, not a successful defence in this case.

The requirements imposed by the legislation are satisfied for the same reasons supplied by the Master at para 48 of his decision: • There is sufficient memorandum in writing. The February 3, 2013 Email sent out by Relative while under Paradise’s control suffices; • There is part performance by the Plaintiffs. They signed the Conveyancing Documents and stood by while Paradise took over the Purchased Assets; and • This is not a situation where an executory contract is being litigated, which is the usual situation where the Statute of Frauds is raised by a defendant.

In this case, Paradise has already appropriated the assets in question. [ 41 ] In addition to the foregoing list, I add that there is also sufficient memorandum in writing evidenced by the representations and warranties made by Paradise in the Tundra Agreement; Paradise admitted that it had “acquired all of the legal and beneficial interests” of the Plaintiffs. That agreement, albeit with Tundra, was signed by Mr. Henuset as President on behalf of Paradise.

I find that this is sufficient “other writing” evidencing that there was an agreement. [ 42 ] Further, I find that Paradise’s reliance on the affidavit of Reid Henuset to explain that the representations it made in the Tundra Agreement were false, is not convincing. As Reid Henuset described it, Paradise took a “gamble”; despite knowing that they would be unable to sustain a contractual representation and warranty that Paradise had acquired all of the Plaintiffs’ interests in Relative pursuant to the Agreement, they agreed to provide Tundra the same by way of a holdback for 18 months.

The Defendants believed the “risk was small” that Mr. Campbell would try to interfere with the Tundra Agreement within the 18 months. Ultimately, the gamble paid off and Paradise received the full payment amount under the Tundra Agreement.

I am not satisfied that Paradise intentionally made false representations regarding its ownership of the Purchased Assets, but rather find that at the time of the Tundra Agreement, Paradise understood that they owned the assets and that by acknowledging the same it benefited them. [ 43 ] In my view, the Plaintiffs have established their claim against the Defendants for breach of contract for failure to pay the Purchase Price after receiving the Purchased Assets. The Plaintiffs Have Established Their Claim for Unjust Enrichment

[44] As an alternative to their claim for breach of Agreement, the Plaintiffs submit that Paradise has been unjustly enriched byhaving taken the benefit of ownership of the Purchased Assets, formerly held by the Plaintiffs, to their [the Plaintiffs’] detriment. [45] As was stated by Justice Feth in 956126 Alberta Ltd v JMS Alberta Co Ltd, 2020 ABQB 718 at paras 194-195: At the core of the doctrine of unjust enrichment lies the notion of restoring a benefit which justice does not permit a person to retain: Peel(Regional Municipality) v. Canada, [1992] 3 S.C.R. 762 (S.C.C.) at 788, .

For recovery, something must have been givenby the claimant and received by the other party without juristic reason. Certain categories are recognized where retaining a conferredbenefit is considered unjust, including: benefits conferred under mistakes of fact or law; under compulsion; out of necessity; as a result ofineffective transactions; or at the defendant's request. See: Kerr v. Baranow, 2011 SCC 10 (S.C.C.) at para 32 [Kerr]. Unjust enrichment claims are not limited to these categories.

Recovery is allowed whenever the claimant can establish three elements: anenrichment of or benefit to the other party, a corresponding deprivation of the claimant, and the absence of a juristic reason for theenrichment: Kerr at para 32. [46] In support of their claim for unjust enrichment, the Plaintiffs submit that the evidence on the record demonstrates that: (

a) Paradise was able to transfer substantially all the assets of Relative to Paradise, without authorization or consent from Mr. Campbell,because Paradise was the sole shareholder of Relative; (

b) Paradise was able to sell 100% of the 15-6 Well to Tundra sometime before March 17, 2016, because it owned 100% of the 15-6Well (including the working interest transferred to Paradise by the Plaintiffs); (

c) Paradise was able to sell the former assets of Relative, along with the assets of Paradise, to Tundra for $10,800,000.00 because itowned 100% of the former assets of Relative; and (

d) Paradise was able to stop sending investor reports and payments to the Plaintiffs on the Working Interests from January of 2013onwards because Paradise took ownership of the Plaintiffs’ Working Interest in the wells. [47] In my view, the Plaintiffs have established their claim for unjust enrichment. I find that the Defendants have been unjustlyenriched to the Plaintiffs’ detriment in the amount not less than $450,000.00. VII. Decision [48] In applying the principles of Weir-Jones to this case, I find that: (

a) The state of the record and the issues do allow me to fairly resolve the dispute on a

summary basis, as there are few uncertainties asto the facts. Both the Plaintiffs and the Defendants have provided the Court with affidavit evidence that gives a full record of the dealingsthat took place between the parties; (

b) The Plaintiffs have, on a balance of probabilities, proven their claims against the Defendants; (

c) The Defendants have not demonstrated that there is a genuine issue requiring a trial; and (

d) The state of the evidentiary record gives me the confidence that

summary judgment is an appropriate disposition in thecircumstances. [49] In conclusion, I find that the Master did not err in granting

summary judgment to the Plaintiffs. I am satisfied that thePlaintiffs have established their claims against the Defendants for breach of contract and unjust enrichment. Accordingly, theDefendants’ appeal is dismissed. [50] As the successful party, the Plaintiffs are entitled to their costs of this appeal. If the parties are unable to reach an agreementon the amount, they may provide written submissions, not exceeding five pages each, within the next 45 days. Heard on the 21st day of May, 2021. Dated at the City of Calgary, Alberta this 4th day of November, 2021. J.C. Price J.C.Q.B.A. Appearances:

David J. Ukrainetz/Janine L. Lavoie-Harding for the Respondents/Plaintiffs Blair C. Yorke-Slader, Q.C. for the Appellants/Defendants _______________________________________________________ Corrigendum of the Reasons for Decision of The Honourable Justice J.C. Price _______________________________________________________ Paragraph 1- Citation corrected as per corrigendum on Campbell v Paradise Petroleums Ltd , 2020 ABQB 637 .