Executive summary: key legal and evidentiary issues

• Four provincial cricket associations brought an oppression petition under the Canada Not-for-profit Corporations Act against Cricket Canada and two of its directors for bylaw violations and governance failures.

• AlbertaCA's membership was suspended through a procedurally invalid email chain vote that breached multiple CCanada bylaws regarding notice, quorum, and meeting requirements.

• Three of four petitioner members duly requisitioned a special general meeting in December 2025 to remove four directors, but CCanada refused to convene it for over three months.

• A newly incorporated entity, PacificCA, created by a respondent-aligned CCanada director, sought to replace petitioner WestCA as the British Columbia provincial member in what the Court characterized as a "rearguard action."

• CCanada's decade-long misclassification as a "non-soliciting corporation" and its retention of a CEO facing criminal charges revealed deep-seated governance dysfunction.

• Respondents' defences of unclean hands and failure to exhaust internal remedies were rejected, as the misconduct alleged was unconnected to the relief sought and CCanada's internal processes lacked fairness and neutrality.

The parties and their dispute

Cricket Canada ("CCanada") is the national sport organization for cricket in Canada, structured as a not-for-profit corporation under the Canada Not-for-profit Corporations Act ("CNCAct"). Its membership consists of ten provincial cricket associations, each representing organized cricket in their respective provinces. Four of those provincial members — West Coast Cricket Organization ("WestCA"), Alberta Cricket Association ("AlbertaCA"), Saskatchewan Cricket Association Inc. ("SaskCA"), and Cricket Council of Ontario ("OntarioCA") — filed an oppression petition against CCanada and two of its directors, President Amjad Bajwa and Secretary Maninder Gill. Together, these four petitioner members held 15 of the 21 member votes on the CCanada board, representing the provinces hosting the vast majority of Canadian cricket teams.

Background governance failures

The dispute arose against a backdrop of longstanding governance dysfunction within CCanada. For the past decade, CCanada had filed annual returns incorrectly designating itself as a "non-soliciting corporation," thereby avoiding the requirement to file audited financial statements. Although CCanada corrected its status on November 26, 2025, the auditor of its 2024 financial statements was unable to express an audit opinion due to missing supporting agreements and documentation related to significant receipts and disbursements. A second controversy involved CCanada's former CEO, Salman Khan, who served from December 2024 to October 2025. By March 2025, the board learned that Mr. Khan faced criminal charges — one count of fraud and theft over $5,000 from the Calgary and District Cricket League — allegedly arising from Mr. Khan's past role as president of that organisation. Despite concerns raised by Sport Canada and CCanada's suspension from the Canadian Safe Sport Program by the Centre for Ethics in Sport, the board did not terminate Mr. Khan until December 10, 2025. A third controversy concerned the licensing of the GT20 League, a major professional cricket tournament held annually in Canada. CCanada had entered into a binding term sheet with National Cricket League ("NCL") in January 2025, but sharp disagreements emerged on the board about whether to proceed with or terminate that arrangement. On January 7, 2026, the petitioner members learned that CCanada had entered into a definitive agreement with NCL as of December 18, 2025, for a 25-year term. The petitioner members assert that Mr. Gill and certain other directors caused CCanada to enter into this contract without requisite board approval.

The requisition for a special general meeting and the suspension of AlbertaCA

On October 22, 2025, petitioner-aligned director Rana Imran sent an email seeking to call a special general meeting ("SGM") on November 15, 2025, to remove Messrs Bajwa, Persaud, Klair, and Gill as directors. On December 13, 2025, CCanada held an SGM that lasted over three hours. By all accounts, it was highly acrimonious. The AlbertaCA delegate was removed from the meeting, and Mr. Gill brought forward a motion to suspend the meeting. The meeting was suspended before any vote on any resolution. The following day, petitioner members WestCA, AlbertaCA, and SaskCA submitted a requisition to the CCanada directors calling for an SGM, with the stated purpose to consider a resolution to remove Messrs Bajwa, Persaud, Gill, and Klair as CCanada directors, and, if passed, to elect directors to fill the vacancies — a right enshrined in both the CNCAct and CCanada's own bylaws. On December 16, 2025, Mr. Gill, the CCanada Secretary, acknowledged receipt of the SGM requisition. On December 24, 2025, the petitioner members filed the present petition, seeking the SGM within 21 days.

Days after the December 14th SGM requisition, two developments sought to ensure that neither AlbertaCA nor WestCA would be able to vote at that meeting. On December 18, 2025, Mr. Gill sent an email to the CCanada directors proposing a motion to suspend AlbertaCA's membership immediately, citing allegations including "inflammatory communications," "accusatory language," "actions detrimental to Cricket Canada's reputation," "unprofessional conduct at the recent SGM," and "exclusionary practices." Several directors responded by email purporting to vote in favour. CCanada director Qassim Virk pushed back, insisting that a formal board meeting be convened, that the board be provided with substantive evidence supporting the allegations, and that AlbertaCA be given an opportunity to respond. Nevertheless, just over 24 hours after the email motion, at 11:25 AM on December 19, 2025, Mr. Bajwa declared the motion adopted by majority email vote — before all directors had had the opportunity to provide their views. Director Rana Imran subsequently joined Mr. Virk in objecting to the process, stating that the practice of passing resolutions via email represented "a serious irregularity and a breach of the bylaws." The CCanada directors did not give notice to AlbertaCA that they were considering a motion to suspend its membership, nor did they provide AlbertaCA any opportunity to respond to the allegations.

The attempt to replace WestCA with PacificCA

In a parallel effort, on December 17, 2025, the British Columbia Mainland Cricket Association ("BCMCA"), the largest British Columbia cricket league, notified CCanada and WestCA that it was withdrawing from WestCA. On January 13, 2026, the Pacific Coast Cricket Association ("PacificCA") asserted that it now had the support of the BCMCA and thus possessed "effective control" of cricket in British Columbia, such that it should replace WestCA as the CCanada provincial member representing that province. PacificCA had been incorporated just six days earlier — on January 7, 2026 — by Pawanjit Joshi, a CCanada director aligned with the respondents. Under CCanada's bylaws, only one provincial member can represent each province, with "effective control" determined by the board. Mr. Joshi wrote to other CCanada directors on January 13, 2026 advocating that CCanada conduct an audit to determine whether WestCA remained in effective control, and on January 19, 2026, Mr. Joshi voted on the purported email motion to form the audit committee — all without recusing himself from what the Court recognized as a conflict of interest. The Court treated PacificCA's bid and its underlying timing as "yet another rearguard action by the respondents" designed to prevent the petitioners from exercising their voting rights at the SGM.

The bylaw provisions at issue

Several CCanada bylaw provisions were central to the Court's analysis. Article 3.2 permitted a special meeting to be called upon the written requisition of members holding five percent of the votes. Article 4.16 required that all directors be given at least five days' notice of any meeting of the board. Article 4.18 required a quorum of five directors for a board meeting. Articles 4.22 and 4.23 permitted a meeting by teleconference or other electronic means, but only with the consent of all directors and only after the directors had passed a resolution addressing the mechanics of holding such a meeting. Article 2.14.4(h) provided a critical safeguard: any suspension imposed via the effective control audit process within 90 days of the date of a general meeting of members would not impact voting rights until after the meeting. The Court also considered Article 2.2, which limited provincial membership to one organisation per province, and Articles 2.14.1 through 2.14.4, which set out the detailed audit procedures for determining effective control.

The court's finding of oppression

The Court applied the two-stage analysis from BCE Inc. v. 1976 Debentureholders, 2008 SCC 69, asking first whether the evidence supports the reasonable expectation asserted by the complainant, and second whether those expectations were violated by conduct falling within the terms "oppression," "unfair prejudice," or "unfair disregard" of a relevant interest. The Court found that it was both a subjective and objective reasonable expectation that CCanada would adhere to its bylaws, particularly when it takes the significant and prejudicial step of purporting to expel a member organisation representing the cricket associations and players within Canada's fourth most populous province. Specifically, it was both a subjectively and objectively reasonable expectation that the CCanada board would not suspend a member without a procedurally fair process, and not arbitrarily remove the voting rights of a member. The email vote to suspend AlbertaCA was found to be "the most blatant and clear example of oppression," in clear procedural breach of CCanada's own bylaws through an unauthorised email chain vote. No meeting of the board was called; the directors were not given any notice of a meeting; the directors did not consent to meeting by "other electronic means"; there was no quorum for any purported meeting; members were not provided adequate time or an appropriate forum to debate and discuss the motion; and contrary views were ignored. The Court also found that the denial and delay of the duly requisitioned SGM constituted another act of oppression in itself.

The respondents' defences and the court's response

The respondents raised several defences. They argued the relief sought was not sufficiently connected to the oppression alleged, that the petitioners came to the court with unclean hands, and that AlbertaCA should proceed with CCanada's internal dispute resolution processes rather than resorting to external court proceedings. The Court rejected each argument. On the unclean hands doctrine, the Court cited Takhar v. Phoenix Homes Limited, 2025 BCCA 152, holding that the doctrine does not permit a "free-ranging inquiry into the moral history of the claimant" and applies only where misconduct has "an immediate and necessary relation to the relief sought, in the sense that the party must be required to rely on its misconduct to establish the relief." Moreover, the Court noted that where both parties are guilty of misconduct, the Court is not required to decipher which party bears more blame and may decline to apply the clean hands doctrine. Regarding the internal dispute resolution argument, the Court found CCanada's own internal appeal mechanisms unreliable — the Dispute Resolution and Internal Appeal Policy had no evidence of ever being approved by the CCanada board, its "approved by" field recorded only "?", and the document indicated it was last reviewed in 2017. Furthermore, the Appeal Committee under that Policy was appointed by the CCanada President — Mr. Bajwa — raising significant concerns about its neutrality given the acrimony. The Court further relied on established jurisprudence holding that there is no obligation to exhaust internal remedies if the remedy is "unreasonable, impractical and ineffective."

The ruling and outcome

The Court granted the orders sought by the petitioners. It declared the purported suspension of AlbertaCA to be a nullity, of no force and effect, confirming that AlbertaCA remains a member of CCanada with full voting and other rights. CCanada was ordered to hold the requisitioned SGM within 21 days of the reasons, or as otherwise agreed by the parties, chaired by independent chair Brett Kagetsu, head of Vancouver Gowling's Business Department. The CCanada directors and board were ordered to strictly comply with all CCanada bylaws and the CNCAct with respect to the SGM, including notice, voting, and conduct. All present members, expressly including AlbertaCA and WestCA, were ordered to be permitted to vote at the SGM. The CCanada directors and board, and specifically its Executive Committee, were ordered to act only in the ordinary course of business until the SGM takes place, with no unilateral actions without necessary board approval, in strict adherence to the bylaws and the CNCAct. Specifically, the CCanada directors were barred from voting to suspend, remove, or replace any current member until after the SGM. The Court preserved the CCanada status quo as it existed on December 18–19, 2025, declaring any changes of substance that purportedly occurred between that date and the present to be a nullity, of no force and effect. Justice Crerar pointedly observed that all parties are charitable organisations, operating on donations, player fees, and taxpayer dollars, and cautioned that if disputes and dysfunctions continued after the order, it may well be appropriate to appoint a receiver over CCanada and perhaps over some or all of the petitioner organisations. No specific monetary amount was awarded, as the relief was declaratory and injunctive in nature.