Executive Summary: Key Legal and Evidentiary Issues

• The individual defendants, James Boehm and Amanda Solomon, applied to strike MMC's misrepresentation claims against them personally under R. 9-5(1)(a) of the Supreme Court Civil Rules.
   
• Corporate owners and principals are not personally liable for tortious conduct merely by virtue of their status; material facts supporting a personal tort claim independent of corporate liability must be specifically pleaded.
   
• MMC's notice of civil claim failed to distinguish between representations allegedly made by Boehm LLC and those allegedly made by the individual defendants in their personal capacities.
   
• Neither Mr. Boehm's role in negotiating and signing the Purchase Agreement on behalf of Boehm LLC, nor Ms. Solomon's role as CEO of Tyrus, was sufficient to ground personal liability in the absence of facts showing independent tortious conduct.
   
• Leave to amend was denied because MMC made no effort to demonstrate how the pleading deficiencies could be rectified, and the court concluded there were likely no such facts capable of being pleaded.
   
• Costs of the action were awarded to the individual defendants at scale B, payable by the plaintiff.

Facts of the case

Military Metals Corp. ("MMC") purchased 100 percent of the membership interests in Tyrus LLC ("Tyrus") from The Boehm Collective LLC ("Boehm LLC") pursuant to a written Purchase Agreement dated July 15, 2022. Prior to the transaction, Boehm LLC was the 100 percent owner of Tyrus. James Boehm was the founder, manager, and directing mind of Boehm LLC, and Amanda Solomon was Tyrus's Chief Executive Officer. Neither Mr. Boehm nor Ms. Solomon was a party to the Purchase Agreement. Following the closing of the transaction, Ms. Solomon entered into a consulting agreement with Tyrus and MMC under which she would act as general manager of Tyrus and be appointed to MMC's advisory board.

MMC commenced an action for misrepresentation against all defendants, including the individual defendants in their personal capacities. The notice of civil claim (the "NOCC") was filed on August 22, 2024. MMC was unable to serve the individual defendants until around August 2025. Ms. Solomon filed her notice of application on September 29, 2025, approximately one month after being served, and Mr. Boehm filed his notice of application on October 22, 2025.

Contractual and pleading provisions at issue

Paragraph 22 of the NOCC alleged that Boehm LLC, Mr. Boehm "in his role as the founder, manager, and directing mind of Boehm Collective, and in his personal capacity," and Ms. Solomon "in her role as Chief Executive Officer of Tyrus, and in her personal capacity having agreed to the Consulting Agreement with Tyrus and [MMC]," made representations to MMC. These included that Tyrus's financial statements were accurate, that there were no significant financial developments or material financial changes related to Tyrus and its business, that financial statements were prepared in accordance with GAAP, that Tyrus had royalty revenues of $385,826.30 USD between February 28 and July 6, 2022, that payments to service providers were up to date, that Tyrus was in compliance with all laws relating to employment of labour and employment practices, that Tyrus's existing indebtedness was accurately disclosed, and that the representations and warranties in the Purchase Agreement were true and correct in all material respects as of the date of the Closing Certificate.

The NOCC also alleged that the individual defendants and Boehm LLC owed duties of care to MMC, and that there was a special relationship between Boehm LLC, Mr. Boehm, and MMC "as a result of the parties' business relationship and the consulting relationship between Solomon, Tyrus, and [MMC]." The individual defendants raised secondary arguments that "reliance," "no other representation," and "entire agreement" clauses in the Purchase Agreement were insurmountable hurdles to a viable cause of action, though the court found it unnecessary to address these given its other conclusions.

Reasoning and analysis

Justice Loo applied the well-established principle under R. 9-5(1)(a) that a pleading will only be struck if it is plain and obvious that it discloses no reasonable claim — a threshold described as "plain and obvious," "beyond a reasonable doubt," and having "no reasonable prospect of success," as set out in Homma v. University of British Columbia (School of Music), 2023 BCSC 1926. The court drew guidance primarily from two authorities: The Owners, Strata Plan KAS 3410 v. Meritage Lofts Inc., 2022 BCCA 109 (Meritage Lofts), and Metro-Can Construction (AT) Ltd. v. Alderbridge Way Limited Partnership, 2024 BCSC 369 (Metro-Can). Both cases established that while companies necessarily act through human agents, corporate owners, principals, and employees are not personally liable for tortious conduct merely by virtue of their status; to establish personal liability, the pleading must identify material facts showing that the individual's actions were themselves tortious or exhibited a separate identity or interest from that of the company, and such facts must be specifically pleaded.

Applying those principles to Mr. Boehm, the court found that the NOCC failed to distinguish between representations made by Boehm LLC and representations made by Mr. Boehm personally. The NOCC acknowledged that he negotiated and signed the Purchase Agreement and the closing certificate on behalf of Boehm LLC, not in any separate personal capacity. No facts were pleaded showing that Mr. Boehm made representations independent of his role as representative of Boehm LLC, and the bare assertion of a "special relationship" between Mr. Boehm and MMC was unelaborated and did not describe how that relationship differed from his relationship with MMC in his capacity as a representative of Boehm LLC.

With respect to Ms. Solomon, the court noted that her circumstances were slightly different — she had no direct connection to Boehm LLC and was the CEO of Tyrus, the target corporation. The NOCC pleaded expressly that she acted in her role as CEO of Tyrus when she prepared Tyrus's financial statements, reported its financial status and compliance, and made the representations. The court held that a director or officer cannot be held personally liable for simply controlling the activities of a corporation (Metro-Can at para. 30), and that MMC's own pleading confirmed she was acting in her corporate role throughout. The court further found that Ms. Solomon's post-closing consulting agreement with Tyrus and MMC was irrelevant to the question of her personal liability for representations allegedly made before the transaction in her capacity as CEO of Tyrus.

Ruling and overall outcome

Justice Loo concluded that it was plain and obvious that the NOCC disclosed no reasonable claim against either Mr. Boehm or Ms. Solomon, and accordingly struck the claims against both individual defendants. The court then turned to the question of leave to amend, applying the framework from Flanagan v. VINN Automotive Technologies Limited, 2024 BCSC 1236, which draws on Jones v. Bank of Nova Scotia, 2018 BCCA 381. MMC bore the obligation to demonstrate how the identified deficiencies could be remedied, but made no effort to do so. The court observed that MMC had known for more than six months that the individual defendants were asserting the pleading was deficient and had neither amended the NOCC nor proposed any amendment. Justice Loo concluded that the deficiencies were not capable of being addressed by an obvious or straightforward amendment, and that there were likely no material facts capable of being pleaded to ground personal liability. Leave to amend was denied. The individual defendants — James Boehm and Amanda Solomon — were the successful parties, and the plaintiff MMC was ordered to pay the individual defendants' costs of the action at scale B. The amount of those costs was not specified in the judgment.