Heather E. Doi

• Elliot v. Sidney and Zella Clark Holdings Ltd., 2022 BCSC 2077  
  Heather and partner Karen Carteri, successfully defended against an application under the BC Business Corporations Act, S.B.C. 2002, c. 57, by a majority of the shareholders of Orkney Farms Ltd. (the Company), seeking to liquidate and dissolve that Company. The Company’s only asset is a large property on Denman Island. The respondent Sidney and Zella Clark Holdings Ltd., is a shareholder of Orkney Farms Ltd., which is in turn owned by the sole full-time resident on the property. The petitioners sought dissolution of the Company or in the alternative, an order to sell the property through a bid process. Had the petitioner succeeded, the respondent would have risked being removed from his home on the property.
  Karen and Heather succeeded in having the petition dismissed in its entirety (see reasons for judgment at 2022 BCSC 2077), with costs in their favour. The Supreme Court rejected the petitioners’ argument that they could not fairly extricate themselves from the Company except through a court-ordered wind up or sale, relying among other things on the fact that they had not availed themselves of alternative remedies. The Court further accepted the respondent’s arguments that the petitioners could not meet any of the indicia that would typically justify a winding up, such as where the organization is akin to a partnership, where there is a breakdown in mutual trust, or where there is a loss of substratum.
  The reasons for judgment draw on recent jurisprudence from the BC Court of Appeal confirming the use of a reasonable expectations analysis in applications to liquidate and dissolve a company (see for e.g., Esposito v. 304768 B.C. Ltd., 2022 BCCA 51), as well as the role of corporate structure and documents in determining reasonableness and in deciding what is just and equitable. This is so even where the company is closely held and where the parties had previously had close personal relationships.
• Law Society of British Columbia v. Guo, 2022 BCCA 154
  Partner Peter R. Senkpiel and associate Heather E. Doi successfully represented the Law Society of British Columbia at the British Columbia Court of Appeal in an important appeal dealing with the definition of “trust funds” under the Law Society’s Rules. The Court of Appeal affirmed a Law Society Tribunal decision that funds received by a lawyer pursuant to fixed or flat fee arrangement for services to be performed are trust funds that must be deposited into a trust account until the services have been performed, unless there is an express agreement with the client.
• Della Penna v. Cobb, 2020 BCSC 635
  Co-counsel for the defendant law firm and lawyers in which the court dismissed the plaintiff’s claim on the basis that he could not prove an alleged breach of contract and fiduciary duty, and further found the claim to be an abuse of the court’s process.
• Re Flexfi Inc., 2018 BCSECCOM 374 and 2019 BCSECCOM 398
  Co-counsel for the respondents in successful applications to vary orders of the Securities Commission, permitting the respondents to pursue their business objectives. 

In addition to the above matters, Heather has:

Represented individuals in various administrative proceedings and investigations, including having allegations against a respondent dismissed in an investigation by a post-secondary institution.