Karen L.M. Carteri

Partner

E: kcarteri@nst.ca
T: 604.662.8875

  • Biography
  • Experience

Karen L.M. Carteri is a trusted and tenacious trial and appellate lawyer. She joined NST as a partner in 2016 where she has continued her emergence as a leading litigator in British Columbia. Prior to joining NST, Karen was a litigation partner in the Vancouver office of a national law firm, including five years as leader of the firm’s Vancouver litigation group.

Karen is committed to understanding her clients’ needs and their desired outcomes. She tailors strategy, applies analysis and undertakes advocacy throughout the dispute resolution process toward procuring optimal results for her clients, whether in court, arbitration, or through negotiation. She has a talent for handling and managing very complex cases. Karen’s practice includes shareholder and corporate disputes and remedies, partnership disputes, property development disputes, property title and insurance issues, work for financial institutions, work in the resource and mining sector, civil forfeiture, and a wide variety of contract disputes in various sectors.

Throughout her career and continuing today, Karen has placed tremendous value on mentorship received and on being available to offer mentorship to others.

Education
  • British Columbia Bar, 2002
  • Saskatchewan Bar, 2000
  • LL.B., (with Distinction), University of Saskatchewan, 1999
  • B. Com., (Dean’s List), University of Saskatchewan, 1997
Recognition
  • Lexpert: Ranked in Corporate Commercial Litigation, 2024
  • Chambers Canada in General Commercial Litigation in British Columbia, 2022-2024
  • The Peter S. Hyndman Mentorship Award, the Vancouver Bar Association, 2022
  • Benchmark Canada: Top 100 Women in Litigation 2022 and 2023, Litigation Star, 2018-2022 and Benchmark Canada Emerging Talent award for British Columbia, 2018
  • Best Lawyers Canada in Corporate Commercial Litigation, 2020-2024
  • Lexpert Rising Stars: Leading Lawyers in Canada Under 40 Award, 2015
  • National firm mentorship award, McMillan LLP 2015
Community Involvement
  • Member of the Board of Directors of PALS Autism School, 2023-present
  • Member of the Board of Directors of Little Flower Academy, 2023-present
  • Current member of Legal and Insurance Committee, Vancouver College Elementary and High School, Past Board member (2018 to 2022) – Past Chair Legal and Insurance Committee, Member and Past Chair Human Resources Committee
  • UBC Trial Advocacy Course Mock Trial Volunteer (2018 to present)
  • Parent Education Committee Member (Governance), Blessed Sacrament Elementary School (2018 to 2020)
  • Canadian Bar Association of BC Advisory to the Judicial Council of BC Committee (2016 to 2018)
  • Member of Board of directors of the Association of Women in Finance, Governance/Secretary (2013 to 2017), Women on Boards Committee (2017/2018)
  • Canadian Bar Association Business of Law Committee Member (2014-2016)
Cases of Interest
  • Elliot v. Sidney and Zella Clark Holdings Ltd., 2022 BCSC 2077  
    Karen 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., seeking to liquidate and dissolve that company. The company is a holding company and its only asset is a large property on Denman Island. The respondent Sidney and Zella Clark Holdings Ltd., is a shareholder of Orkney Farms Ltd. and its sole shareholder is the sole full-time resident on the property owned by Orkney Farms. The petitioners sought dissolution of the company or in the alternative, an order to sell the property through a bid process. In effect, had the petition been successful, the respondent would have risked being removed from his home on the property.
    Karen, with associate Heather Doi, was successful in having the petition dismissed in its entirety in reasons for judgment indexed as 2022 BCSC 2077, with costs in their favour. The 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 respondents’ 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 reasonable expectations analysis in applications brought to liquidate and dissolve a company (see Esposito v. 304768 B.C. Ltd., 2022 BCCA 51), and the role of corporate structure and documents in determining reasonableness and ultimately in deciding what is just and equitable. This is so even where the company is closely held, where the parties had previously had close personal relationships.
  • Skeena Resources Ltd. v. Mill, 2022 BCSC 1360 and 2022 BCSC 2032
    Karen acts for Richard Mill, a recorded holder of mineral rights in connection with a dispute relating to a mineral claim in British Columbia. The opposing party is Skeena Resources Ltd., whose predecessors, Prime Resources Group Inc. and Barrick Gold Corporation, operated a gold mine known as the Eskay Creek mine between 1994 and 2008. The central issue in dispute is the rights to the minerals contained in certain valuable gold mine tailings from the former Eskay Creek mine. The Chief Gold Commissioner of British Columbia determined the dispute in favour of Mr. Mill under the Mineral Tenure Act, R.S.B.C. 1996, c. 292. Skeena appealed the decision. Prior to the hearing of the appeal, the Tahltan Central Government, the governing and representative body of the Tahltan Nation, sought leave to intervene. The Tahltan Central Government was granted leave to intervene on a limited basis (Skeena Resources Ltd. v. Mill, 2022 BCSC 1360). On the appeal, the court upheld the Chief Gold Commissioner’s decision in favour of Mr. Mill (Skeena Resources Ltd. v. Mill, 2022 BCSC 2032). This case contributes to the limited jurisprudence on the issue of title to mine tailings under the province’s Mineral Tenure Act, and addresses the proper scope of participation by both public interest interveners and administrative decision-makers.
  • G&T Martini Holdings Ltd. v. Desert Properties Inc. et al, 2022 BCSC 2286
    Acting for G&T Martini Holdings Ltd. in a major property development dispute with Desert Properties Inc., a member of the Mitchell Group. The matter involves disputes under an agreement by Martini to purchase over $150 million of serviced lands from the Mitchell Group and the development and servicing obligations of Desert thereunder. The main disputes will be determined in private arbitration. Martini has also sought interim measures of protection from the British Columbia Supreme Court in relation to its claims to interests in certain Desert lands secured by a certificate of pending litigation. Karen was successful, with associate James Parker, in defeating an application by Desert for cancellation of that certificate of pending litigation.
  • British Columbia (Director of Civil Forfeiture) v. PacNet Services Ltd. et al
    Acting with lead counsel R. J. Randall Hordo Q.C. and other NST team members in two significant and complex civil forfeiture proceedings brought by the Director of Civil Forfeiture in British Columbia, as well as in a related claim in British Columbia under the International Business Association Act. Both cases involve allegations of participation in money laundering and involve coordinating with counsel in other jurisdictions, including the United States.
  • Raicon Developments Inc. et al v. Mitchell Group Investments Inc. et al.
    Karen acted for the plaintiffs, with James P. Parker, in claims alleging partnership in Langley development project involving lands worth over $100,000,000, plus issues of oppression and business valuation in related projects. The claims were settled in August 2020 after confidential mediation.
  • Johar v. College of Veterinarians of British Columbia, 2020 BCSC 1085
    With the support of Emily L. Hansen, Karen successfully represented the College of Veterinarians of BC in an application to strike out claims by certain College registrants on the basis that the claims were an abuse of process and bound to fail on various grounds. Mr. Justice Harvey wrote detailed reasons addressing the complex factual and legal issues and struck all the claims advanced against the College, while also finding that some of the claims were a nullity as they had been brought without leave. The Court found variously that the claims (even as amended) were: duplicative of numerous earlier proceedings, some of which remained ongoing; were a collateral attack on existing court orders; were brought in the wrong forum; failed to plead the necessary elements of the claim, or were for a type of claim not available against the College; or, were barred by the expiry of limitation periods. Harvey J. further clarified the requirements for actions based on malicious prosecution and misfeasance in public office, with regard to the availability of those causes against a regulatory body like the College.
  • Six Factor Professional Services Ltd. v Aquilini Investment Group Limited Partnership, 2020 BCSC 127
    Together with James P. Parker, Karen achieved success for the plaintiff Six Factor at summary trial in a dispute relating to a service agreement to procure and install Google software licences and allegations of negligent misrepresentation. The decision is under appeal.
  • Bonavista Energy Corporation v. Fell, 2020 BCCA 144
    Appellate counsel together Julia K. Lockhart for Bonavista Energy Corporation in dispute involving interpretation of Crown Grant relating to a well site.  The court engaged in analysis and interpretation of Crown Grants, particularly exceptions and reservations therein, in the context of determining jurisdiction of the Surface Rights Board.
  • Great Canadian Gaming Corporation v. British Columbia Lottery Corporation
    Karen acted for Great Canadian with partner R. J. Randall Hordo Q.C. in a claim to enjoin BCLC from taking a disputed marketing fee and to recover $35 million in marketing fees collected by BCLC since 2009. The question in dispute was whether the parties had agreed to eliminate the marketing fee in 2009, or whether they had agreed to change from a fee held in trust to a commission, to a different amount, and for the balance of the term of the casino operational services agreement.  The dispute included an interplay among tax treatment of fees collected, gaming marketing, oral discussions and negotiations, agreement by conduct, contracts with other gaming service providers, and allegations of bad faith in contractual dealings. BCLC had deducted the marketing fee from remuneration it paid to Great Canadian. Before trial, in 2018, BCLC stopped taking the challenged payments.  The damages claim of $35 million remained to be litigated.  The claim was favourably settled in 2019 on the eve of a nine-week trial.  The terms of the settlement are confidential.
  • Precursor Capital Corp. v. Hydrx Farms Ltd., 2018 BCSC 1150
    Acting with NST associate Emily L. Hansen, Karen successfully represented the plaintiff at trial in its claim for specific performance of a valuable shares-for-services agreement in respect of a cannabis start-up company. The case involved a contractual dispute relating to a failed amalgamation and reverse-takeover transaction. Karen argued that a related facilitation agreement provided Precursor an entitlement to shares, structured as a share exchange, in the event the RTO did not proceed as planned and that Precursor’s share entitlement had been triggered. Hydrx argued that the share exchange was valueless to Precursor and that Precursor had failed to trigger its entitlement. Madam Justice Matthews found in favour of Precursor and ordered specific performance of the facilitation agreement, including the share exchange.
  • Arbitration (2018/2019)
    On behalf of claimant clients, and with the support of a NST team, Karen won an award of $20 million in private arbitration in favour of clients who were 50% shareholders and partners in a closely held residential property development company regarding multi-million dollar development projects, with issues involving property valuation, business valuation, claims of oppression, breach of contract and shareholder remedies.
  • 1058116 B.C. Ltd. et al v. Van City Seaplanes Ltd. et al (BCSC, 2019)
    With Emily. L. Hansen, Karen acted for a 50% shareholder in 2018-2019 in a closely held company involved in acquisition, operation and sale of several small commercial aircraft and aircraft parts in successful resolution of a dispute relating to creditor rights, shareholder rights and claim of conversion relating to purchase, sale and use/operation of several aircraft and aircraft parts.
  • Antrim Investments Ltd. et al v. Li (BCSC 2018)
    Karen achieved successful resolution for the plaintiffs, with support from James P. Parker, immediately prior to trial in 2018 in an action involving complex facts relating to allegations of mortgage fraud, conversion, and unjust enrichment.
  • RBC v. Innes, 2016 BCSC 1307
    Counsel for RBC in successful appeal regarding interpretation of standard mortgage terms.
  • 0324383 B.C. Ltd. v. The Town of Gibsons, Gibsons Marina Hotel Inc., Marina Hotel Holdings Ltd. and her Majesty the Queen In the Right of the Province of British Columbia (2015, BCSC)
    Counsel for the plaintiff owner of an assembly of waterfront properties in Gibsons, British Columbia in dispute with Town of Gibsons, Marina property owner/developer/operator and Province of British Columbia relating to riparian rights of access and egress to waterfront. BC Supreme Court action settled in 2018.
  • Garcia et al v. Tahoe Resources Inc., 2015 BCSC 2045
    Karen made successful application on behalf of Tahoe Resources Inc. for stay of action on jurisdictional grounds in a civil lawsuit by Guatemalan plaintiffs in British Columbia, including issues of international comity and evidence of foreign law.
  • Lin v. CIBC Mortgages Inc., 2015 BCCA 518
    Acted for insurer and insured at summary trial and on appeal in successful mortgage cancellation action related to notary fraud, upheld on appeal. In this case, the Court examined which of the lender or borrower, both innocent, bore the loss of mortgage fraud and theft committed by a notary. In the analysis of who bore the loss, the Court examined the undertakings given between two notaries as agents for the borrower and lender to ascertain to whom the funds belonged at the time they were stolen by the notary – the borrower or the lender.
  • Bougainville Investment Corporation v. Semple, 2013 BCSC 1919
    Karen acted for the defendant director of a mining company in successful defence after trial of breach of fiduciary duty and breach of contract claims regarding mining interests in Bougainville, Papua New Guinea.
  • NMH Holdings Ltd. v. One West Holdings Ltd. and Concord Pacific, 2012 BCSC 2216
    Acting with R.J. Randall Hordo Q.C. and a team of counsel, Karen represented Fortune 500 company Hutchison Whampoa and subsidiary NMH Holdings in successful settlement of a claim, after commencement of trial, seeking specific performance of an Expo lands purchase contract or damages over $90 million and successful defence of counsel disqualification motion.
  • Miracle Management Inc. v. AP Martin Pharmaceutical Supplies Ltd.
    Acted for a British Columbia pharmaceutical company in successful defence of shareholder claims relating to shareholder capital and loans (summary trial, oral reasons given on June 17, 2016).
  • RBC v. CNS, 2014 BCSC 1422
    Counsel for RBC in insurance coverage dispute.
  • Harbour v. Barkerville Gold Mines Ltd., 2013 BCSC 652
    Acted in successful proxy dispute litigation regarding conduct of a shareholder meeting, and in subsequent proxy battle.
  • Crew Gold v. Matre, 2011 YKSC 75 and 2012 YKCA 9
    Acted for Norwegian dissenting shareholders in respect of Yukon based mining company plan of arrangement.
  • Lee v. 686342 B.C. Ltd. and Creative Realty Corp. v. 333 Terminal Holdings Ltd., 2011 BCSC 1576; and 2011 BCSC 1575
    Acted in successful applications for special costs after trial in a shareholder dispute.
  • Genco Resources Ltd. v. MacInnis, 2010 BCSC 1342
    Counsel in successful challenge of BC court jurisdiction in favour of the Courts of Mexico in wrongful dismissal dispute.
  • Maple Trade Finance Inc. v. CY Oriental Ltd., 2009 BCSC 1527
    Counsel for public company debtor in successful defence of receivership application.
Presentations
  • Women in Litigation – October 2020, Benchmark Litigation Forum
  • Advanced Securities – Political Risk Disclosure, Continuing Legal Education Society of BC, June 2019
  • Women in Litigation – May 2019, Benchmark Litigation Forum
  • Women in Litigation Symposium – Advocates Society, April 2019
  • Intelligent Review – Continuing Legal Education Society of BC, February 2019,
  • Dealing with Difficult People – Practical Tips and Strategies, Advocates Society, October 2018
  • Jurisdictional Defences Under the Court Jurisdictions and Proceedings Transfer Act – Continuing Legal Education Society of BC, December 2017
  • Revisiting Residential Title Insurance post-Lin v. CIBC – Mortgage Investment Association of BC, March 2017
  • Motions to Strike – Continuing Legal Education Society of BC, December 2017
  • Shareholder Activism on the Rise – what you need to know, McMillan LLP National Seminar Series, February 2014
  • Update on New Professional Conduct Handbook and Overview of New Conflict Rules – SABABC Fall Conference, 2013
Publications
  • “British Columbia Lawsuit by Guatemalan Plaintiffs Against Tahoe Resources Inc. Stayed on Forum Non Conveniens Grounds” (co-author) –McMillan LLP Litigation Bulletin, November 2015
  • “No Canadian Connection? No Problem! Supreme Court Permits Actions to Enforce Foreign Judgments Without Proof of Canadian Assets or Other Links” (co-author) –McMillan LLP Litigation Bulletin, September 2015
  • “Tales from Whitehorse: Shareholders’ Rights in Yukon” – McMillan LLP Litigation Bulletin, November 2011
  • “Directors Must Manage Expectations” – Lang Michener LLP InBrief, June 2010
  • “No Privilege for In-House Counsel” – Lang Michener LLP InBrief, Winter 2010
  • “Replacement Workers Not Strictly Prohibited During Essential Services Strike” – Lang Michener LLP InBrief,  Fall 2009
  • “Entitlement to Special Costs” – Continuing Legal Education Society of BC, April 2008,
  • “Contractual Rights Circumvented to Uphold Plan of Arrangement” – The Lawyers Weekly, July 2007
  • “An Overview of Recent Decisions of the Privacy Commissioner of Canada” (co-author) – Privacy Update, The Continuing Legal Education Society of BCMs, 2005