Executive Summary: Key Legal and Evidentiary Issues

• Relief was sought under the Business Corporations Act for oppression and unfairly prejudicial conduct in the affairs of Teknocan Properties Inc.

• Allegations included exclusion from financial management, removal of Dr. Taheri as director, and refusal to provide audited financial statements.

• MAJ Enterprises Inc. received $6 million and $11 million payments without corresponding payments to Mirage.

• Injunctions were issued to prevent Teknocan from disposing of assets and to require the appointment of an auditor.

• The court found the conduct of MAJ and Mr. Rabiei oppressive and awarded special costs to Mirage.

• Remedies included a buyout of Mirage’s shares, repayment of shareholder loans, appointment of an interim receiver, and special costs.

Facts and outcome of the case

Background and parties

Mirage Trading Corporation filed a petition on June 21, 2024, against Rouzbeh Rabiei Ghahroud, MAJ Enterprises Inc., Teknocan Properties Inc., Norseyl Properties Ltd., Axa Consulting Services Inc., and Pan Pacific Business Corporation. The petition sought relief under the Business Corporations Act, S.B.C. 2002, c. 57, for oppression or unfairly prejudicial treatment in the conduct of Teknocan Properties Inc. by its majority shareholder, MAJ Enterprises Inc., and its sole director and principal, Rouzbeh Rabiei Ghahroud.

Teknocan is a limited partner in two limited partnerships developing condominium towers in North Vancouver, known as Seylynn Village and Seylynn Gardens. Teknocan owns 51.70% of the equity units in these partnerships. The two registered shareholders of Teknocan are MAJ, holding 90 of 100 outstanding shares, and Mirage, holding 10 shares. Norseyl, Pan Pacific, and Axa claim ownership of 5 of the 10 shares registered to Mirage and are pursuing separate legal proceedings.

Key facts and legal issues

The amended petition alleged that MAJ and Mr. Rabiei acted oppressively and unfairly prejudicially by excluding Mirage from financial management, removing Dr. Taheri as a director, refusing to produce audited financial statements, refusing to provide financial disclosure to Dr. Taheri while he was a director, and selectively repaying millions in shareholder loans to MAJ without any payments to Mirage.

Mirage sought relief including declarations of oppressive conduct, a buyout of its shares in Teknocan, appointment of an auditor and interim receiver, repayment of shareholder loans, and costs.

The court issued an injunction on July 22, 2024, enjoining Teknocan from disposing of any cash or assets and requiring the appointment of MNP LLP as auditor to prepare reports for the years ending December 2021, 2022, and 2023.

The Teknocan Respondents made two payments of approximately $6 million and $11 million to MAJ without corresponding payments to Mirage. The court found that these payments were contrary to Mirage’s reasonable expectations as a minority shareholder.

Court’s findings and analysis

The court found that the affairs of Teknocan were conducted in a manner oppressive or unfairly prejudicial to Mirage. The court determined that Mirage was entitled to various remedies, including a buyout of its shares, repayment of shareholder loans with interest, and the appointment of an interim receiver to assist in the independent valuation of Teknocan for the purposes of the buyout.

The court ordered that the valuation date for the buyout would be the date the receiver issues its report, and that the valuation would assume the $6 million and $11 million payments, and any other funds taken by MAJ without Mirage’s consent, had been returned.

The court also awarded special costs to Mirage for the entire proceeding, payable jointly and severally by MAJ and Mr. Rabiei, due to their litigation conduct.

Outcome

Mirage Trading Corporation was the successful party. The court ordered a buyout of Mirage’s shares at a fair value to be determined by a Chartered Business Valuator, repayment of Mirage’s shareholder loans with accrued interest, the appointment of an interim receiver, and an award of special costs for the entire proceeding. The judgment was issued on October 7, 2025. The specific amount of special costs will be determined according to the applicable rules. The outcome ensures that Mirage receives fair compensation for its interest in Teknocan Properties Inc. and addresses the oppressive conduct found by the court.