Manitoba court keeps investor’s lawsuit against UK-based director in the province

A Manitoba-incorporated company and its United Kingdom-based director must defend an investor’s lawsuit in Manitoba, the Court of King’s Bench has ruled, rejecting their attempt to move the dispute to England and Wales and remove the director from the case.

In Redenius v. Norgrow Canada Inc. et al., 2026 MBKB 126, released September 16, 2026, Justice Woolley held that Manitoba had jurisdiction over both defendants and was an appropriate place to hear the dispute. The court also found that the investor had pleaded a legally viable oppression claim against the director personally.

The ruling did not establish that the company breached its agreement or that the director engaged in oppression. Those allegations remain to be decided. The court ordered a defence within 30 days of its reasons, and the Manitoba court registry records a statement of defence filed for all defendants on October 16.

An investment dispute crossing three jurisdictions

Christine Redenius, an Iowa resident, sued Norgrow Canada Inc. and its director and shareholder, Henri Rosenthal, who lives in the United Kingdom. Her claim arose from a share subscription agreement she said she entered into with Norgrow in June 2021.

Redenius alleged that Norgrow breached the agreement. She also sought a personal remedy against Rosenthal under the oppression provisions of Manitoba’s Corporations Act, alleging that his conduct unfairly disregarded her interests as a shareholder.

According to the pleaded claim, Rosenthal had assured her that returns were guaranteed and that she could withdraw her capital after an initial one-year term. She alleged that he later refused to return the money without a court order and acted in bad faith or put his own interests ahead of hers. The judge considered whether those allegations could support a claim, not whether they were true.

The lawsuit was filed in September 2025. An associate judge subsequently validated service, rejected several procedural objections and temporarily stayed the requirement to file a defence while the jurisdiction challenge remained outstanding. The defendants later moved to remove Rosenthal from the action or strike the claim against him. Redenius asked to lift the defence-filing stay.

Being run from Britain did not remove Manitoba’s jurisdiction

The defendants acknowledged that Norgrow was incorporated in Manitoba and maintained a Winnipeg registered office, but said its actual business was conducted from the United Kingdom. Rosenthal emphasized that he was a British citizen with no physical presence in Manitoba.

Woolley separated two questions: whether a Manitoba court had authority to hear the case, and whether it should decline that authority because another forum was more appropriate.

The judge found presence-based jurisdiction over Norgrow because the company maintained its registered office in Manitoba. That reasoning did not apply to Rosenthal personally: there was no evidence that he was physically present in the province when service was validated.

The agreement supplied a separate basis for jurisdiction. It selected Manitoba law and submitted disputes arising from the agreement to the non-exclusive jurisdiction of Manitoba’s courts. Non-exclusive meant another court might also have jurisdiction; it did not undo the parties’ acceptance of Manitoba as a forum.

The clause’s broad wording covered the contractual claim and the intertwined oppression claim. Although Rosenthal was not personally a party to the agreement, the judge found that the allegations against him and the dispute with Norgrow were factually connected and should be heard together.

The defendants said a later agreement replaced the original and allowed Norgrow to choose the forum. Neither side put that alleged replacement agreement into evidence. The judge therefore had no basis to treat the original forum clause as displaced, and found no strong reason not to enforce it.

As an additional ground, Woolley found a real and substantial connection to Manitoba. Norgrow had chosen and repeatedly maintained Manitoba as its home jurisdiction; Rosenthal remained a director and officer of that Manitoba corporation; the transaction closed at its Winnipeg registered office; and the oppression claim concerned conduct governed by Manitoba law. Operating from Britain did not rebut those connections on this record.

No more appropriate English forum shown

The defendants also failed to show that the courts of England and Wales were a more appropriate forum.

Neither individual lived in Manitoba, so both would face travel inconvenience if a trial were held there. Moving the case to England and Wales would instead benefit the defendants while leaving Redenius to travel. Manitoba law governed both the agreement and the statutory oppression claim, and there was no evidence of parallel proceedings creating a risk of conflicting judgments.

The judge found no circumstances warranting sending this Manitoba corporate-law dispute to the English courts.

The director stays in the lawsuit, but liability is unresolved

Rosenthal’s reliance on the company’s separate legal personality did not end the personal claim. The oppression remedy can reach directors and officers where the conduct is attributable to them and personal liability is appropriate in the circumstances. Acting as a director does not, by itself, make such a claim legally impossible.

The court then examined whether the pleading actually alleged a viable case. At that stage, pleaded facts generally are assumed to be true or capable of proof, rather than tested as they would be at trial. Read as a whole, the allegations of misleading representations, withheld funds, bad faith and preferred personal interests were sufficient to allow the claim to proceed.

The defendants’ motions to remove Rosenthal or strike the claim against him were dismissed, and the defence-filing stay was lifted. Costs were left for agreement or further submissions; no fixed amount was awarded in the reasons.

The decision keeps the dispute in Manitoba and permits the personal oppression claim to be litigated. It is not a finding that every foreign director of a Manitoba company is personally liable, nor a judgment ordering repayment of Redenius’s investment.