A shareholder trust secured an order for financial documents and explanations from Bison Conservation Ranch Ltd. and other respondents after a Manitoba judge found legitimate questions about the company’s related-party dealings.
In Burton v. Bison Conservation Ranch Ltd. et al., Justice Suche’s March 20, 2026 ruling was an interim disclosure decision, not a final damages award or determination that the disputed transactions were unlawful. The judge found a strong prima facie case of unfair prejudice, while refusing trustee Naomi Burton’s request to conduct oral examinations.
Burton acted for the Olson Manitoba Conservation Trust, which had been Bison’s sole voting shareholder until 2019. By the time described in the reasons, the trust held 100 of approximately 1.9 million issued voting shares. The dispute concerned access to information about a company within a complex network of family-owned corporations, partnerships, trusts and loans.
Bison had already consented to an order requiring shareholder meetings and audited financial statements. Annual meetings had taken place since October 2022, and statements covering 2018 through 2025 had been prepared. Burton nevertheless maintained that the material did not adequately explain the company’s financial history and transactions.
Changed relationships changed reasonable expectations
The respondents argued that the proceeding was an attempt to obtain leverage in a family property dispute, that Burton had previously accepted informal management, and that Bison had now met its statutory obligations. They also warned against using disclosure to second-guess business decisions.
Suche found that the breakdown of previously aligned family interests had fundamentally changed the trust’s reasonable expectations as a shareholder. At a minimum, the trust could expect the company to hold shareholder meetings and produce audited statements as the Corporations Act required. The earlier failure to call meetings, without shareholders waiving appointment of an auditor, established the strong preliminary case.
The judge gave little weight to a reported remark said to show Burton was using the proceeding for an improper purpose. The account was hearsay, lacked context and came from material filed for a different motion, limiting the opportunity to test it on the issues at hand.
An accountant retained by Burton identified transactions that appeared contrary to Bison’s interests. Suche found that the evidence raised legitimate questions rather than mere speculation, including about controlling shares issued without notice to the previously controlling shareholder. A related-party loan repayment was a possible explanation, but it also raised questions about conflicting interests.
A targeted order, with limits
The order required information tied to the company’s 2021, 2023 and 2025 audited statements. Among other items, it called for related-party loan and partnership agreements, beneficial-ownership information, explanations of a $2.3-million investment and balances owed to eight related parties, and records concerning land and bare-trust arrangements.
Suche recognized the importance of judicial restraint toward business decisions, but explained that the business-judgment rule rests on good faith and does not shield conduct targeted by the statutory oppression remedy. The judge did not need to decide whether the audited statements satisfied professional accounting standards.
The March order set a 60-day period for the specified disclosure. It excluded additional information described merely as helpful and rejected oral examinations because the ordered material was expected to provide the necessary understanding of Bison’s activities. Costs were left for agreement or further submissions.
Source: Burton v. Bison Conservation Ranch Ltd. et al., 2026 MBKB 36.
