Executive Summary: Key Legal and Evidentiary Issues

• The applicant, Naomi Burton as trustee of Olson Manitoba Conservation Trust, sought an order requiring Bison Conservation Ranch Ltd. and its directors to produce documents and information under s. 234 of The Corporations Act, C.C.S.M. c. C225.
   
• Central to the dispute was whether the Trust, as a minority shareholder, had reasonable expectations that were violated by Bison's failure to hold shareholders' meetings and produce audited financial statements.
   
• Respondents argued that the application was brought in bad faith — as a tactic to benefit Carolyn Olson in her contentious divorce and property dispute with Thomas Olson — which the court rejected as a bar to relief.
   
• Competing expert reports were filed: Adam Kilfoyle (Chartered Professional Accountant, for the applicant) identified transactions potentially contrary to Bison's financial interests, while Bison's expert Cyrus Khory (forensic and investigative Chartered Professional Accountant) confined his comments to whether the audited statements met professional standards.
   
• The issuance of 1.5 million voting shares to Moose Mountain Buffalo Ranch Limited Partnership in May 2022, without notice to the Trust, raised questions of unfair prejudice to the minority shareholder.
   
• Costs were not resolved in the decision, with the court indicating they may be spoken to if the parties are unable to agree.

Facts of the case

This proceeding concerns the internal affairs of Bison Conservation Ranch Ltd. ("Bison"), a Manitoba corporation. Olson Manitoba Conservation Trust (the "Trust"), through its trustee Naomi Burton, holds 100 voting shares in Bison and alleged that Bison and its directors acted in a manner prejudicial to, and unfairly disregarding of, the Trust's interests as a shareholder by failing to hold shareholders' meetings and produce annual audited financial statements.

Bison was incorporated in 2009 by Thomas Olson, a self-described "tax and asset protection" lawyer who, though holding no formal role in Bison, was its controlling mind. Naomi Burton was appointed director at Thomas' suggestion when she was then 18 years old, having been named sole trustee of the Trust in 2008. She relied entirely on Thomas to manage Bison's affairs, signing documents placed before her. Shareholders' meetings were not held, and audited financial statements were waived each year. Hyrum Olson replaced Naomi as director in 2013.

Bison and the Trust form part of a complex network of corporations, subsidiaries, trusts, partnerships, limited partnerships, joint ventures, and intercorporate loans extending across Manitoba, Alberta, the United States, the Bahamas, and the Cook Islands — all beneficially owned by members of the Olson family. Thomas and Carolyn Olson separated in 2015, and their acrimonious property dispute drew in their children, including Naomi, Hyrum, and Joshua Olson, who are parties to this proceeding.

The dispute at the centre of this proceeding began in 2019 when Hyrum sent Naomi a resignation as trustee of the Trust and asked her to sign it, advising that Thomas was making changes to the family companies and trusts. Through corporate searches, Naomi subsequently discovered that Hyrum had become the majority shareholder of Bison and that Thomas and Joshua had also been listed as directors — though it later appeared that Joshua and Thomas were never in fact directors, and that the annual returns reporting otherwise were wrong. Hyrum has been the sole director since 2013. In May 2022, 1.5 million voting shares were issued to Moose Mountain Buffalo Ranch Limited Partnership, whose general partner is Olson's Wild West Buffalo Ranches Ltd. and whose directors are Thomas and Joshua. The Trust now holds 100 voting shares of the total 1.9 million issued.

Early in the proceeding, Bison consented to an order requiring it to hold shareholders' meetings and produce audited financial statements. Audited statements for the years 2018 to 2025 were subsequently prepared, and annual shareholders' meetings have been held since October 2022. Nonetheless, Naomi maintained that the audited statements did not adequately explain Bison's financial condition and history, and she continued to seek additional documents and the right to examine the auditors and respondents.

Policy and legislative provisions at issue

The applicant sought relief under s. 234 of The Corporations Act, C.C.S.M. c. C225, which codifies the equitable remedy of oppression. A shareholder may apply to the court to remedy corporate conduct that is oppressive, unfairly prejudicial to, or unfairly disregards the interests of a shareholder. To obtain a remedy, the applicant must establish reasonable expectations that were violated by conduct falling within one of those three categories, and must also demonstrate wrongful conduct, causation, and compensable injury. Interim orders are specifically contemplated by s. 236(3) of the Act, available where an applicant can demonstrate a strong prima facie case of oppression.

The respondents also raised s. 149(1) of the Act, arguing that the volume of documents Naomi sought exceeded what a shareholder is entitled to under that provision. The court noted that both investigation under Part XVIII of the Act and a full-scale action are remedies specifically identified as available under s. 234(3), dismissing the concern that granting the order would take the matter beyond the summary nature of an application.

Reasoning and analysis

The court first addressed the respondents' argument that Naomi was acting in bad faith by using the proceeding as leverage against Thomas in the divorce action. Suche J. found this argument unpersuasive. The evidence relied upon was largely hearsay — a remark Naomi allegedly made to Hyrum before August 2020 was relayed through Thomas' affidavit filed in an unrelated motion, in which Naomi had no opportunity to cross-examine. Given the extreme level of animosity within the family and the absence of context, the court placed little weight on it.

Turning to the Trust's reasonable expectations, the court found that Bison had started as a family-owned corporation operating very informally, with all family interests aligned under Thomas' direction. However, those circumstances fundamentally changed when the property dispute between Thomas and Carolyn developed. Thomas could no longer be relied upon to look out for the Trust's interests, and at a minimum, the rupture of relationships within Bison entitled the Trust to expect compliance with the Act's requirements to hold shareholders' meetings and produce audited financial statements. Hyrum's failure to call meetings or obtain a waiver of the auditor appointment was undisputed, and the court found that Naomi had established a strong prima facie case of unfair prejudice.

With respect to whether further documentary disclosure was warranted, the court was satisfied that the evidence raised legitimate questions about how Bison's affairs had been managed. The Kilfoyle report identified a series of transactions and decisions appearing contrary to Bison's financial interests, involving parties within the network of entities owned or controlled by Thomas and Hyrum. Notably, during the course of this dispute, controlling shares were issued to the William Hardy Bell Trust without notice to the Trust, with the 2021 audited statements indicating the $60,000 paid for those shares was applied toward a related party loan — a transaction that on its face raised serious questions of unfair prejudice and conflicting interests. Hyrum chose to remain silent on these matters, and the court drew the inference that he could not provide an explanation to the contrary.

The court also rejected the respondents' argument that the scope of documents sought was excessive, observing that Bison's own expert, Cyrus Khory, had not addressed the portion of the Kilfoyle report identifying the relevant transactions and documents, having confined his comments to whether the audited statements met professional standards. The court found it unnecessary to resolve whether the full scope of documents Kilfoyle identified as necessary was appropriate, limiting its order to disclosure tied directly to specific items arising from the audited financial statements.

Ruling and overall outcome

The applicant, Naomi Burton as trustee of the Olson Manitoba Conservation Trust, was substantially successful. Suche J. ordered the respondents to provide specific categories of documents and information to the Trust within 60 days of the date of the decision (March 20, 2026). The required disclosure covered: documents arising from the audited financial statements for the year ending March 31, 2021 (including a copy of the related party loan agreement referred to in note 11 and the identity of the beneficial owners of the William Hardy Bell Trust); documents arising from the audited financial statements for March 31, 2023 (including agreements, explanations, and financial information relating to Moose Mountain, the Olson Buffalo Ranch Partnership, and related party loans); and documents arising from the audited financial statements for March 31, 2025 (including interest amounts due from Farm Financial Services Ltd., the beneficial ownership of Farm Financial Services Ltd., bare trust agreements with Waterton, corporate tax returns for 558323 Manitoba Ltd., land lists and purchase agreements, and mortgage copies registered against Alberta properties). The request to conduct oral examinations was dismissed. Costs were not determined in this decision, with the court indicating they may be spoken to if the parties are unable to agree. No monetary award was made.