Executive Summary: Key Legal and Evidentiary Issues

• Hugo Surette, a 40% shareholder and director of Omnis Terra Homes Inc. (OTH), was removed as CEO and stripped of his banking access through resolutions passed on March 15, 2026, by co-directors Patrick Hanna and Jeffrey Basque.
• Central to the dispute is whether the March 15, 2026, board meeting and resulting resolutions were validly conducted under section 114 of the Canada Business Corporations Act (CBCA), given Surette's objections and the short notice provided.
• Surette applied for an interim injunction and oppression remedy under section 241 of the CBCA, seeking restoration of his access to OTH's bank account and other oversight rights.
• The court found that Surette had a reasonable expectation to participate in OTH's financial oversight, and that the respondents' conduct — including excluding him from banking access and corporate governance — constituted oppressive conduct in violation of those expectations.
• Patrick Hanna's undisclosed conflict of interest as an apparent director and shareholder of DeDesign (Canada), a Canadian affiliate of OTH's exclusive supplier DeDizayn (Turkey), weighed significantly against the respondents in the balance of convenience analysis.
• Irreparable harm was established because Surette's inability to access OTH's accounts and financial records prevented him from fulfilling his fiduciary duties, including oversight obligations arising from his personal guarantee of the $300,500 CBDC financing.

Facts of the case

Omnis Terra Homes Inc. (OTH) is a closely held corporation incorporated in July 2025, engaged in developing high-quality, durable housing intended to be faster and more efficient to construct. It has three directors who are also its shareholders: Hugo Surette (40%), Patrick Hanna (40%), and Jeffrey Basque (20%). Upon incorporation, Surette was appointed CEO, Hanna as COO, and Basque as CFO. OTH has no bylaws, no corporate minute book, and no unanimous shareholders' agreement. Its primary funding consists of third-party financing totaling $300,500 obtained from CBDC, for which all three directors signed personal guarantees.

Under a July 2, 2025 Resolution of Directors, transactions above $10,000 required authorization from one officer together with Basque, while each officer could independently authorize transactions below that threshold. On January 23, 2026, the dual-authorization threshold was lowered to $1,000. Until March 15, 2026, all three directors had access to OTH's corporate bank account. On that date, Hanna and Basque passed a series of resolutions at a board meeting removing Surette as CEO and revoking his signing authority, effectively cutting off his access to the corporate bank account. Surette received notice of the meeting by email on March 13, 2026 — no more than two days prior — attended briefly to object to the meeting proceeding, and then was unable to remain. Hanna and Basque proceeded with the meeting in his absence, maintaining that a quorum was present and the meeting was lawfully called.

Policy terms and corporate governance provisions at issue

OTH operated exclusively through directors' resolutions in the absence of bylaws or a shareholders' agreement, making those resolutions and the CBCA the primary governance instruments. The July 2, 2025 Banking Resolution established the signing-authority framework, which was later modified on January 23, 2026. The March 15, 2026 resolutions at issue included: an "External Financial Communications Protocol," a "Conflict of Interest Declaration" directed at Surette, a "Banking Authority and Dual Authorization" resolution revoking Surette's access, and a general "Omnis Terra Homes Inc." resolution. Subsection 114(5) of the CBCA requires that a meeting notice set out any matters listed in subsection 115(3) that will be addressed, and subsection 114(6) provides a mechanism for directors to object to a meeting. The court also considered subsection 122(1) of the CBCA, which codifies directors' fiduciary duties, duty of care, loyalty, and oversight obligations.

Court's reasoning and analysis

The court applied the three-part test for interim injunctions established in RJR-MacDonald Inc. v Canada (Attorney General), [1994] 1 SCR 311, as refined in R. v Canadian Broadcasting Corp., 2018 SCC 5. Because Surette's application sought to restore his banking access — a mandatory rather than prohibitory injunction — the higher threshold applied: he was required to demonstrate a strong prima facie case and a strong likelihood of success at trial.

On the merits, the court assessed Surette's reasonable expectations under the oppression remedy framework set out in BCE Inc. v 1976 Debentureholders, 2008 SCC 69. The court found that Surette, as a 40% shareholder and director who had personally guaranteed $300,500 in corporate financing and actively participated in OTH's operations, had a reasonable expectation to access OTH's financial and banking information and to participate in the corporation's governance. The court found those expectations were violated through the March 15, 2026 resolutions, noting several problematic elements: the resolutions were passed with minimal notice and over Surette's express objection; the conflict-of-interest resolution targeted Surette without giving him prior notice or an opportunity to respond; and the alleged conflict of interest raised against him was supported by only tenuous evidence, some of which postdated the resolutions themselves.

The court found the respondents' justifications for their actions to be insufficiently supported. While Hanna and Basque relied on allegedly unauthorized transfers made by Surette totaling close to $20,000 — comprising $10,000 paid to Surette himself and $8,000 paid to consultant Marc LeBlanc between February and March 2026 — email and text message communications suggested that Hanna and Basque were aware those payments would be made. The court also found their reliance on a hearsay allegation from a real estate agent that Surette had been under the influence of substances — an issue first raised in September 2025 but not addressed until March 2026 — failed to establish any link to the emergency action taken.

By contrast, the court found Hanna's own conflict of interest to be more troubling. Hanna appeared to be a director and shareholder of DeDesign (Canada), a Canadian affiliate of DeDizayn (Turkey), which served as OTH's exclusive supplier. OTH had signed a purchase order with DeDizayn (Turkey) for close to $100,000, and Hanna had been involved in approving invoices linked to that order. Hanna did not address this conflict in his affidavit evidence, and the court drew an adverse inference from that omission. The court further noted that recent invoices from DeDizayn (Turkey) approved by Hanna and Basque had exceeded the amounts initially contracted for, heightening the need for oversight by all directors. The court found the balance of convenience favored granting interim relief, particularly because Surette was not seeking reinstatement as CEO — only access to and oversight of the corporate bank account.

Ruling and overall outcome

The court, per Justice Maya Hamou of the Court of King's Bench of New Brunswick, granted interim relief in part pursuant to subsection 241(3)(a) of the CBCA. The respondents were enjoined from disbursing, withdrawing, or transferring OTH's funds without the express authorization of all directors including Surette, and from approving invoices without Surette's authorization. The March 15, 2026 "Banking Authority and Dual Authorization" resolution was modified to replace all references to "dual authorization" or approval by "two directors" with "triple authorization" requiring approval of all three directors — Hanna, Basque, and Surette. The portion of that resolution revoking Surette's access and signing authority was rescinded, and TD Bank was directed to update its account permissions accordingly. Patrick Hanna was additionally required to immediately disclose all business activities, vendors, and commercial opportunities that overlap with OTH's business, and to recuse himself from all board decisions where he holds a personal financial interest not shared equally with OTH. The parties were directed to file updated affidavits and return before the court in approximately 60 days for the hearing on the merits. Hugo Surette was the successful party on the motion, with Patrick Hanna ordered to pay Surette's costs in the amount of $1,000.