2022 QCCA 69, 2022 QCCA 69

Kaulins-Plaskacz c. Pine & Birch Ranch and Rentals Inc. 2022 QCCA 69 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No: 500-09-700038-219 ( 550-17-010085-171 ) MINUTES OF HEARING DATE: January 19, 2022 THE HONOURABLE MARK SCHRAGER, J.A. APPELLANT COUNSEL Ilze Laima Kaulins-Plaskacz, in her capacity as executor of the late John Plaskacz Mtre Dani Ann Robichaud Mtre Isabelle Tessier ( La boîte juridique ) By videoconference RESPONDENTS COUNSEL Pine & Birch ranch and rentals inc. 167957 Canada inc.

Todd Plaskacz The plaskacz family trust Mtre Frédéric Allali ( Allali Brault ) By videoconference IMPLEADED PARTIES Remax Québec ouest inc. John Plaskacz services inc. wayne johannsen Absent and unrepresented DESCRIPTION: Application to declare the incapacity of the respondent's lawyers (Article 193 C.c.p.). Clerk at the hearing : René Gutknecht Courtroom: RC-18 HEARING

9:34 Commencement of the hearing. Identification of counsel. 9:35 Discussion between the Court, Mtre Robichaud and Mtre Allali. 9:38 Submissions by Mtre Robichaud concerning the suggestion to defer the application to the Court. 9:40 Submissions by Mtre Allali concerning the suggestion to defer the application to the Court. 9:41 Discussion between the Court, Mtre Robichaud and Mtre Allali. 9:44 BY THE JUDGE: Judgment – see page 3. 9:46 Conclusion of the hearing.

René Gutknecht, Clerk at the hearing JUDGMENT [ 1 ] Appellant is the liquidator of the estate of her late husband and in such capacity holds roughly 50% of the shares in the two corporate Respondents. She has appealed from the judgment of the Superior Court, District of Gatineau, of May 18, 2021, which dismissed an oppression remedy arising from allegations of the manner in which her brother-in-law (the other 50% shareholder, and the Respondent Todd Plaskacz) has conducted and managed the affairs of the corporate Respondents.

Todd Plaskacz is apparently, de facto , or de jure sole director of each of the corporations. [ 2 ] In first instance, the two corporations were represented by one and the same attorney (Mtre Anthony Robert of the firm Anthony Paul Robert). Todd Plaskacz represented himself. The Plaskacz Family Trust did not appear. [ 3 ] In appeal, Mtre Frédéric Allali of Allali Brault Inc. appeared for all Respondents. Appellant alleges that in so doing, Mtre Allali is in conflict of interest and so moves for his disqualification pursuant to

article 193 C.C.P. Appellant also concludes for the appointment of an independent director for each corporation whose sole task will be to appoint an independent lawyer to represent each corporation in the appeal. [ 4 ]

Article 378 C.C.P. , 2e paragraph, gives the undersigned jurisdiction over the disqualification of Mtre Allali pursuant to

article 193 C.C.P. However, the appointment of a director pursuant to

section 241

Canada Business Corporations Act [1] is a power under the jurisdiction of the Court, not one of its judges, so that with regard to such conclusions, the motion must be referred to a full panel of the Court. However, even though the undersigned as a judge acting alone would have jurisdiction over the disqualification (or not) of Mtre Allali, this would not resolve the motion. It is thus, in the best interest of justice that the motion be referred to a full bench of the Court and that all issues be dealt with together.

The undersigned has taken cognizance of the motion and will preside on March 7, 2022 in the Mignault Room to where the motion will be referred. FOR ALL THE FOREGOING REASONS, THE UNDERSIGNED: [ 5 ] REFERS Appellant’s “Demande en declaration d’inhabilité de l’avocat des intimés” to the Court sitting in the Mignault Room, on March 7, 2022 , at 9:30 am, or so soon thereafter as counsel may be heard; [ 6 ] ORDERS the attorney of Appellant to file two additional copies of the motion and its annexes at the office of the clerk of the Court on or before February 7, 2022 . MARK SCHRAGER, J.A.