Executive Summary: Key Legal and Evidentiary Issues

• Cantak Corporation alleges its employee, Scott Haderer, orchestrated a fraudulent kick-back scheme by directing over $81 million in OCTG pipe purchases to BRC Group, which secretly paid Haderer's partner, Briar Sandeman, over $3.5 million.

• Sandeman served as a nominal director of BRC Tubular with no meaningful duties, yet received escalating "discretionary bonuses" tied to BRC's revenues — which included sales to Cantak — creating a realistic prospect of conflict of interest.

• Neither Haderer nor Sandeman disclosed the nature or extent of Sandeman's BRC compensation to Cantak, and Haderer admitted being dishonest about it when confronted during a December 2022 meeting.

• The Court found a strong prima facie case of civil bribery, breach of fiduciary duty, knowing assistance, and knowing receipt against the Personal Defendants, satisfying the merits standards for both an attachment order and a Mareva injunction.

• Post-action, the Personal Defendants spent excessively — including over $3,000 monthly on restaurants alone from a single credit card — while earning no employment income, depleting over $1.7 million in collective assets down to approximately $700,000 in about three years.

• The Court granted both the attachment order and Mareva injunction, capping the restrained amount at $3,312,375, while permitting limited withdrawals from Haderer's RRSP for living expenses ($25,500) and legal fees ($75,000).

The parties and the business relationship

Cantak Corporation is a Calgary-based Alberta corporation engaged in the supply of oil country tubular goods (OCTG), line pipe, and similar products. Scott Allan Haderer was a long-tenured employee of Cantak, having joined the company in 1990 and risen to General Manager, Operations, of Cantak's OCTG division by 2011. In that role, Haderer held unilateral authority to approve OCTG pipe purchases without monetary limit, provided the purchase filled an existing customer order. Cantak relied heavily on Haderer's expertise and rarely questioned his procurement decisions. Haderer was compensated with a base salary plus a bonus calculated on the basis of OCTG sales, earning T4 income ranging from approximately $245,000 to $486,000 annually between 2016 and 2022.

The formation of BRC and Sandeman's involvement

Haderer had maintained a close personal friendship with Debashish Roychowdhury since 2008, when Roychowdhury worked for or with a pipe mill in India called Jindal. In early 2016, after Haderer learned Roychowdhury was no longer working with Jindal, Roychowdhury founded BRC International LLC in Texas and subsequently incorporated BRC Canada Ltd (BRC Tubular) as an Alberta corporation on October 20, 2016. BRC operated as a distributor of OCTG pipe sourced from the Maharashtra Seamless Limited steel mill in India. Haderer facilitated BRC's entry into Cantak's vendor system and provided a misleading reference letter on Cantak letterhead, falsely stating that BRC "is one of the major suppliers of OCTG products" for Cantak when the Cantak-BRC relationship was just starting at that point.

Briar Sandeman, Haderer's common-law partner since 2015, had no oil and gas experience whatsoever prior to 2016. Her work history included positions as an administrative temp, legal secretary, receptionist, wine representative, administrative assistant, event coordinator, restaurant server and supervisor, sales coordinator, and stand-up comedian. Haderer approached Roychowdhury about employing Sandeman at BRC, and he was directly involved in drafting her employment letter. Sandeman was hired as "Account Manager – Tubular Products" at a base salary of $31,200 per year. When BRC Tubular was incorporated in Alberta, Roychowdhury asked Sandeman to serve as a director to fulfill the then-existing statutory requirement that at least 25% of directors of an Alberta corporation be Canadian residents. There was no documentation put in place surrounding the terms of her role or compensation as director and no exact or approximate amount of compensation was discussed.

The alleged kick-back scheme

Between 2016 and 2021, Cantak purchased over $81 million in OCTG pipe from BRC, with BRC's share of Cantak's total OCTG purchases growing from approximately 10.90% in 2016 to 60.10% in 2019. Haderer was involved in all Cantak purchases of OCTG pipe from BRC and dealt exclusively with Roychowdhury. BRC was the only distributor from which Cantak purchased OCTG pipe from 2016 to 2021, despite Cantak's ordinary practice at the time being to deal directly with international pipe mills. Haderer did not explore whether he could simply source pipe directly from the mill instead of going through BRC.

During this same period, Sandeman received T4 income from BRC Tubular totalling $3,504,775. After accounting for her $2,600 monthly salary for her day-to-day work, approximately $3,312,375 in additional payments were made to Sandeman as purported "discretionary bonuses" tied to her role as a BRC Tubular director. These payments bore no reasonable connection to any effort, contribution, or risk associated with the directorship. Sandeman admitted she was a director in name only — she never attended any director meetings (there were none), never prepared minutes, was not aware of the corporate minute book, never reviewed any BRC Tubular financial statements, and never signed any director's resolutions. Roychowdhury confirmed that Sandeman's director role "was simply to be the Canadian director."

The payments were irregular, undocumented, entirely at Roychowdhury's discretion, and Sandeman was not even notified when a payment was made — it would just appear in her bank account. Haderer was aware of how much Sandeman was paid, as he saw her T4s when preparing their income taxes, yet he claimed he had no conversations with Sandeman about her income or bonuses or why she was making what she was making (which, overall, was significantly more than he earned at Cantak). The Court found this assertion either called into question Haderer's credibility or suggested a deliberate attempt to avoid talking about something that would normally be discussed. A November 2022 text message exchange between Haderer and his friend, Ryan Sherwood, in which Haderer stated that Roychowdhury "owes me [$1 million]," suggested a financial relationship directly between Roychowdhury and Haderer that was never adequately explained.

Non-disclosure and the investigation

Critically, none of Haderer, Roychowdhury, or Sandeman ever told anyone else at Cantak of Sandeman's role at BRC, her directorship, or the basis or scope of her compensation or that it was based on BRC's revenues or profitability. Haderer told his direct report, Chad Kozak, that Sandeman would be working with BRC, but he did not disclose what she was actually doing, what her role was, that she was also a director, or the fact she would be receiving compensation based on BRC's financial performance. Kozak assumed Sandeman was in an entry-level role given she had no oil and gas or OCTG pipe experience. When Kozak was presented in questioning with the fact that Sandeman received over $1 million in compensation in 2019, Kozak laughed and noted that such a level of compensation was not typical for entry-level positions.

In 2021, BRC failed to deliver pipe to Cantak for which Cantak had already paid BRC US$6,390,980.65. This Undelivered Pipe issue prompted Cantak to investigate its relationship with BRC. Cantak claims that the investigation led it to discover the alleged scheme in November 2022. During a December 8, 2022 meeting at Cantak, at which Cantak's legal counsel and an accounting firm were present, Haderer admitted that he was not truthful when it came to Sandeman's work and income. He walked out of the meeting when questions were asked about Sandeman's income. His employment was terminated the same day.

Post-action conduct and dissipation of assets

The action was commenced on December 8, 2022, and the amended statement of claim was filed the following day. Shortly after it was served on Haderer, Sandeman closed her CIBC chequing account and transferred the balance of the funds into a new CIBC chequing account. Sandeman, through her counsel, also admitted that she issued and held a $222,000 bank draft from CIBC in order to avoid those funds being frozen. Neither Haderer nor Sandeman earned any material employment income after December 2022. The family instead lived off their accumulated assets, child support Sandeman receives from the father of her children, the Canada Child Benefit received by Sandeman, Condo rental income, and Haderer's Canada Pension Plan income that started in 2025.

As of December 2022, Sandeman had built up her RRSP (approximately $189,000), a TFSA (approximately $34,000), and an investment account (approximately $844,000), all of which appear to have been reasonably traceable to funds paid to her by BRC. Haderer had an RRSP (approximately $500,000), an RESP (approximately $19,000), a TFSA (approximately $47,000), a small self-directed RSP ($1,000), and life insurance policy investments (approximately $130,000). Together, these collective assets were significant (over at least $1.7 million). By December 2025, it appears that the Personal Defendants had liquidated and spent all of those assets other than Haderer's small self-directed RSP and his RRSP. As of November 25, 2025, Haderer deposed that these few remaining assets were then worth approximately $700,000. The Court found that the Personal Defendants had spent approximately $19,300 per month on personal living expenses from December 2022 to July 2025, in addition to approximately $615,000 on legal fees. Credit card records revealed Sandeman spent over $3,000 per month on restaurants alone from one of her credit cards in 2025, averaging multiple restaurant transactions per day, and the family incurred significant travel expenses, some of which came after AJ Prowse's finding of a strong prima facie case of bribery.

The Court's legal analysis and findings

On the merits, the Court found a strong prima facie case of civil bribery against Haderer, concluding that the evidence strongly supports that the payments from BRC to Sandeman as director were, at least in part, de facto made to Haderer or for his direct benefit. The Court rejected the Personal Defendants' argument that there must be a singular person or "agent" to which the test for civil bribery is applied, finding that complex schemes involving indirect payments through a partner or family member are precisely the type of arrangements that bribery law is designed to address. The Court further found a strong prima facie case of breach of fiduciary duty against Haderer, as he had unilateral authority over pipe procurement and was in a conflict of interest, and a strong prima facie case of one or both of knowing assistance and knowing receipt against Sandeman. The civil fraud claim met the "reasonable likelihood" standard but not the strong prima facie case standard due to no evidence of the loss suffered by Cantak in the BRC transactions beyond what might be inferred by the benefits obtained through the BRC payments to Sandeman.

Regarding the attachment order under section 17 of the Civil Enforcement Act, the Court was satisfied that all elements were met: there was a reasonable likelihood Cantak's claims would be established, the Personal Defendants had been spending assets beyond reasonable and ordinary living expenses, and this spending pattern would seriously hinder judgment enforcement. For the Mareva injunction, the Court found a strong prima facie case, assets in the jurisdiction, a real risk of dissipation, irreparable harm, and that the balance of convenience favoured Cantak.

The ruling and outcome

Justice M.A. Marion of the Court of King's Bench of Alberta granted Cantak's application for both an attachment order and a Mareva injunction against the Personal Defendants. The order restrained the Personal Defendants' assets, capped at $3,312,375, reflecting the BRC payments received by Sandeman that were over and above her $2,600 per month salary. The Court directed the creation of an unrestrained Operating Account for the Personal Defendants' ongoing income sources and permitted limited withdrawals from Haderer's RRSP: $25,500 for three months of net living expenses and $75,000 payable to the Personal Defendants' legal counsel for future legal costs. These allowances were expressly designated as interim measures, without prejudice to a future variation application by the Personal Defendants on better evidence. The Court also ordered financial disclosure via Form 13 under the CEA Regulation, with questioning, and approved third-party bank disclosure. On costs, Cantak was found to have been substantially successful and presumptively entitled to its costs, with the specific quantum and basis to be determined through written submissions if the parties could not agree within four weeks of the Reasons.