Executive Summary: Key Legal and Evidentiary Issues

• The applicant, Tadeusz Sejnowski, challenged governance and financial reporting practices of the Polish Hall and Polish Canadian Society, focusing on standing, audit requirements, and access to records.

• A mandatory arbitration clause in the Joint Venture Agreement (JVA) led to the dispute being resolved by arbitration, after which Sejnowski sought leave to appeal several findings from the arbitration award.

• The court analyzed whether the proposed grounds for appeal were questions of law as required under section 44 of Alberta’s Arbitration Act, and whether they met the statutory threshold for importance and impact on the parties’ rights.

• Most proposed grounds were determined to be questions of mixed fact and law, or were expressly referred to the arbitrator, thus barring appeal under the Act.

• Allegations of arbitrator bias and corruption were dismissed due to lack of evidentiary foundation.

• Leave to appeal was denied on all proposed grounds, and the arbitration award was upheld.

Background and facts of the case

Tadeusz Sejnowski, a member of the Polish Canadian Society (“the Society”), commenced a Statement of Claim against the Polish Hall and the Society, alleging, among other things, shortfalls related to governance and financial reporting requirements. The Polish Hall is owned and operated by the Society, the Polish Veterans Society (“the Veterans”), and the Polish Combatants’ Association in Canada Inc, Edmonton, Branch No 6 (“the Combatants”). These organizations operate the Polish Hall through a Joint Venture Agreement (“JVA”).

Paragraph 51 of the JVA contains a mandatory arbitration provision. By Order dated November 15, 2023, Applications Judge B. Summers stayed the Action pursuant to the Arbitration Act, RSA 2000, c-4. The parties entered into an Arbitration Agreement dated February 14, 2024, and appointed Shari-Anne Doolaege, Q. Arb as Arbitrator. The Arbitration Award was released on July 26, 2024.

Sejnowski sought leave to appeal on four findings/issues from the Arbitration Award in his original Application filed on March 11, 2025, and in an amended Application filed on May 14, 2025, he raised five additional findings/issues. The issues included standing to invoke arbitration, sufficiency of the historic audit process, interpretation of financial records access, allegations of bias and corruption, applicability of the arbitration clause to members, validity of JVA amendments, modification of Society bylaws, and distribution of the JVA to members.

Discussion of policy terms and clauses at issue

Sections 33, 35, and 36 of the JVA were central to the dispute:

• Section 33 grants members access to all records and books of account of the Board and the Polish Hall.

• Section 35 requires the Board to prepare and deliver annual financial statements and reports.

• Section 36 requires an annual audit by an independent Chartered Accountant unless waived by all parties.

Section 51 of the JVA is the arbitration clause. Sejnowski challenged the interpretation and application of these provisions, particularly regarding audit requirements and access to audited financial statements.

Court’s analysis and outcome

Justice T.G. Rothwell applied the framework from section 44 of the Arbitration Act, which allows appeals from arbitration awards only on questions of law, and only if the matter is sufficiently important and will significantly affect the parties’ rights. The court found that most of Sejnowski’s proposed grounds were questions of mixed fact and law or were issues expressly referred to the arbitrator, barring appeal under section 44(3) of the Act.

On the issue of standing, the court found no extricable legal issue and noted that the arbitrator’s determination was based on both the JVA and the factual matrix, including Sejnowski’s relationship to the organizations. The court also found that the audit process and access to records involved questions of mixed fact and law, and that the arbitrator’s findings did not significantly affect Sejnowski’s rights, especially given the passage of time and the practical limitations regarding historical records.

Allegations of bias and corruption were dismissed for lack of evidentiary foundation. The court noted that Sejnowski’s affidavit did not provide evidence of bias, pecuniary interest, or improper conduct by the arbitrator. The court also declined to address new issues not raised before the arbitrator or not ruled upon, emphasizing the finality of arbitration.

Conclusion and result

The Court of King’s Bench of Alberta declined to grant leave to appeal on any of the proposed grounds and declined to set aside the award on the basis of reasonable apprehension of bias, actual bias, or corruption. No exact amount was ordered or awarded in this decision. The successful parties in this application were the Polish Hall and the Polish Canadian Society, as the court dismissed all of Sejnowski’s requests for leave to appeal. If the parties are unable to agree on the issue of costs, they may make arrangements to speak to the court within 30 days of the release of these reasons.