Executive Summary: Key Legal and Evidentiary Issues

• Dispute over beneficial ownership and transfer of shares in J.J. Cool & Co. Ltd., which holds an industrial property.

• Allegations of breach of trust, oppression, and nuisance concerning management and use of the property and company assets.

• Claims and counterclaims regarding the existence and terms of an unwritten joint venture agreement between the parties.

• Issues related to the adequacy, scope, and specificity of document disclosure under Rule 7-1 of the Supreme Court Civil Rules.

• Proportionality and confidentiality concerns raised in connection with the production of extensive business and financial records.

• Determination of entitlement to costs following the dismissal of most applications for further document production.

Background and facts of the case

WIT Management Corp. and WTC Group Inc. (the plaintiffs, also referred to as the Atkins Group) and Inderjit Aulakh, Tras BC Freight Ltd., and J.J. Cool & Co. Ltd. (the defendants, also referred to as the Aulakh Group) were parties to an informal, unwritten agreement made in 2011 to purchase and use an industrial property located at 400 Ewen Avenue, New Westminster, BC. Mr. Atkins was to use the property for a transloading business, while Mr. Aulakh was to use it for his trucking business. J.J. Cool & Co. Ltd. (“Cool Co.”) was incorporated to own and operate the property, with Mr. Aulakh holding all shares as nominee, agent, and trustee for both parties—50% for Trans BC Freightways (2007) Ltd. (TBC, part of the Aulakh Group) and 50% for WIT Management Corp. (part of the Atkins Group). The plaintiffs allege there was an agreement for Mr. Aulakh to transfer Cool Co. shares to WIT once the Atkins Group’s contributions matched those of the Aulakh Group.

The relationship between Mr. Atkins and Mr. Aulakh deteriorated by 2020, after the Atkins Group acquired a new terminal and started its own trucking business, replacing the Aulakh Group’s services. The Aulakh Group alleged that the Atkins Group used most of the property without paying rent or maintenance, breached an agreement by ceasing to use Aulakh’s trucking services, and denied Mr. Aulakh access to parts of the property.

Procedural history and interlocutory matters

The notice of civil claim was filed on January 12, 2021. The plaintiffs sought a declaration that Mr. Aulakh holds 50% of Cool Co. shares as bare trustee for WIT, an order for transfer of those shares, and an accounting of all proceeds related to the shares. The defendants responded that the Atkins Group’s contributions did not match those of the Aulakh Group. Mr. Aulakh and TBC filed a counterclaim alleging breach of a joint venture agreement. The plaintiffs later amended their claim to seek an order restraining the Aulakh Group from trespassing, and advanced claims for oppression and nuisance.

On January 25, 2023, Justice Fitzpatrick appointed BDO Canada Limited as investigator of Cool Co. BDO was later empowered as Receiver on August 2, 2023. The Receiver issued determinations and reasons for shareholder claims on January 10, 2025, and a final adjudication on set-off claims on March 24, 2025. Some adjudications were appealed. On June 5, 2025, an order was made that undetermined set-off claims and appeals would be heard at trial. The trial was set for September 15, 2025, but was adjourned following an application by the plaintiffs on August 26, 2025.

Legal framework and document production issues

The applications before the court concerned document production under Rule 7-1 of the Supreme Court Civil Rules, B.C. Reg. 168/2009. The court discussed the two-tier process for document disclosure: the first tier requires disclosure of documents relevant to material facts, and the second tier allows for broader disclosure if justified. The court emphasized the need for specificity, relevance, and proportionality in document requests, and the importance of evidence that the documents exist and are in the possession, power, or control of the responding party.

The plaintiffs sought production of several categories of documents, including credit information, rate and exclusivity data, financial records, and records related to use of the property. The court considered the relevance, possession, and proportionality of each request. Most requests were denied due to lack of evidence that the documents existed or were accessible, insufficient specificity, or concerns about exposing confidential business information. Only the requests for disclosure of certain financial records related to the use of storage facilities on the Ewen Property by the Aulakh Group were granted in part, limited to documents in the defendants’ possession, power, or control.

Outcome and costs

The court dismissed the majority of the plaintiffs’ applications for further document production, finding them either without merit or unsupported by sufficient evidence. The defendants and counterclaimants were successful in opposing most of the applications. The court ordered that the defendants are entitled to costs of the application, to be assessed under Appendix B of the Rules at full day rates for preparation for and attendance at the hearing of an opposed application, unless a party files written submissions seeking a different costs order within 14 days of the reasons. No damages were awarded, as the decision related solely to interlocutory matters and not to the substantive claims. The exact amount of costs was not specified and would be determined according to the Rules if not otherwise contested by written submissions.