Executive Summary: Key Legal and Evidentiary Issues

• Perkins Property Investments Ltd failed to establish shareholder status, depriving it of standing as a complainant for oppression relief.

• Just Biofiber Corp did not provide necessary evidence from its principal or others to demonstrate reasonable expectations or specific harm.

• The Applicants failed to present sufficient evidence that any of the transactions, including share sales and licensing agreements, were at undervalue.

• No specific harm to the Applicants was proven beyond harm suffered equally by all shareholders, defeating the oppression claims.

• The Court awarded solicitor-client costs against Just Biofiber Corp and Perkins Property Investments Ltd due to unproven serious allegations and litigation conduct.

• No Mareva injunction or attachment order was granted, as no prima facie case of oppression or irreparable harm was established.

Facts of the case

This case involved an application by Just Biofiber Corp (JBC), JBF Ohio LLC, and Perkins Property Investments Ltd (PPIL) against Just Biofiber Structural Solutions Corp (JBFSS) and related parties. The Applicants alleged oppressive conduct related to transactions involving JBFSS's intellectual property (IP) and control of the company.

PPIL claimed to be a minority shareholder of JBFSS based on an alleged investment of approximately $325,000 CAD in 2017. However, the evidence provided by PPIL, including affidavits and other materials, lacked precision regarding key details such as the exact amount, number of shares, and the payment terms. Moreover, in separate litigation in British Columbia, PPIL described the transaction as a loan rather than a share purchase. The Court concluded that PPIL failed to prove it was a shareholder of JBFSS and therefore lacked standing to seek oppression relief.

JBC was formerly the majority shareholder of JBFSS. It sold 10 million of its 40 million shares in JBFSS to Trans-Eco Capital Corp (TECC), with TECC receiving an option to buy the remaining 30 million shares and voting rights over those shares in the meantime. TECC exercised its first option, acquiring 20 million shares in total. The Applicants challenged these share transactions and two key licensing agreements as oppressive:

• A 2021 licence agreement in which JBFSS granted TECC a non-exclusive licence to produce, promote, sell, and use up to 180,000 bio-blocks in Canada and certain other territories. TECC paid $50,000 to JBFSS's landlord for seized assets and agreed to a 2% royalty on block sales.

• A 2023 universal licensing agreement (ULA) under which TECC was granted global exclusive rights to JBFSS's IP, including sub-licensing rights. Compensation to JBFSS included $1 CAD per construction block manufactured and sold and 50% of sub-licensing fees.

The Applicants argued these transactions were at undervalue and harmed them as shareholders. However, the Court found that the Applicants failed to provide adequate evidence, including expert valuation or proof that the terms were unfair or that they suffered specific harm distinct from shareholders generally.

Outcome of the decisions

In 2025 ABKB 102, the Court dismissed the oppression application. The Court determined:

• PPIL did not prove it was a shareholder of JBFSS and had no standing to seek oppression relief.

• JBC failed to provide evidence of its reasonable expectations or particular harm from the transactions at issue.

• The Applicants failed to prove that the transactions, including share sales and licensing agreements, were at undervalue.

• No evidence established specific harm to the Applicants beyond harm suffered by shareholders generally, which is insufficient for oppression relief.

• The requests for a Mareva injunction and an attachment order were denied, as no prima facie case of oppression or irreparable harm was shown.

In 2025 ABKB 407, the Court awarded solicitor-client costs of $329,586.32 to the Respondents against JBC and PPIL. This was based on the Applicants' serious but unsubstantiated allegations of fraud and misconduct, and their overall conduct of the litigation. No costs were awarded against JBF Ohio LLC, which the Court viewed as a peripheral participant that took balanced positions on various issues.

The Court did not grant any damages because the oppression claims were dismissed in full. No costs were awarded against JBF Ohio LLC.