A.I. Enterprises Ltd. and Alan Schelew (appellants) v. Bram ... - Slaw

defence of justification" - The court elaborated on the defence of justification - Seeparagraphs 23 to 59.Torts - Topic 5023Interference with economic relations - Elements of liability - Use of unlawful means -Three corporations (Bram Enterprises, Jamb Enterprises and A.I. Enterprises) acquired anapartment building - A "syndication agreement" which regulated the parties' relationshipprovided that if the majority decided to sell, the minority would have the right to purchasethe building at its appraised value, failing which the property could be marketed to thepublic - In April 2000, resolutions were passed calling for the sale of the building - A.I.Enterprises, the minority investor, objected, but declined the opportunity to purchase thebuilding at its appraised value of $2.2 million - Nonetheless, Schelew, the president andsole shareholder of A.I. Enterprises, continued to resist any sale on the ostensible ground ofthe majority's non-compliance with the syndication agreement - Schelew institutedarbitration proceedings, registered documents encumbering the property's title and deniedthird parties access to the building for inspection purposes - During that time, the majorityreceived and accepted two offers from distinct purchasers, one for $2.58 million and theother for $2.5 million - However, neither transaction closed without either vendor orpurchaser being in breach of the underlying agreement of purchase and sale - In 2002, themajority sold the building to A.I. Enterprises for its most recent appraised value of $2.2million - The majority investors sued Schelew and A.I. Enterprises for damages equal tothe difference between what the majority would have received, had the property sold to oneof the two prospective purchasers in 2000, and the price which the minority paid - Theclaim was allowed - The trial judge concluded that the tort of unlawful interference witheconomic relations had been established - Schelew and A.I. Enterprises appealed - Thedecision in OBG Ltd. et al. v. Allan et al. (H.L.) had not been brought to the trial judge'sattention - Applying the definition of "unlawful means" articulated in that case, theappellants argued that the appeal had to be allowed as there was no cause of action uponwhich the potential purchasers could have sued either Schelew or A.I. Enterprises (theindependent actionability requirement) - The New Brunswick Court of Appeal dismissedthe appeal - The court held that the independent actionability requirement should allow forexceptions, or exceptional categories, which were principled in nature and this case fellwithin an exceptional category - Although the impugned conduct of Schelew and A.I.Enterprises did not satisfy the requirement of being independently actionable by a thirdparty, the facts of the case were akin to the tort of abuse of process - See paragraphs 6 to 9and 78 to 83.Torts - Topic 5023Interference with economic relations - Elements of liability - Use of unlawful means -Three corporations (Bram Enterprises, Jamb Enterprises and A.I. Enterprises) acquired anapartment building - The trial judge found that the minority investor (A.I. Enterprises) andits president and sole shareholder (Schelew) committed the tort of unlawful interferencewith economic relations by their conduct in resisting a sale of the property by the majorityinvestors - The majority investors had received and accepted two offers, one fromBloomfield Holdings Ltd. for $2.58 million and the other from Greenarm DevelopmentLtd. for $2.5 million - Both Bloomfield and Greenarm had subsequently withdrawn from