Can a shareholder of a company sue the company for damages arising from a breach of fiduciary trust?

British Columbia, Canada


The following excerpt is from Robak Industries Ltd. v. Gardner, 2007 BCCA 61 (CanLII):

The chambers judge explained that Foss v. Harbottle applies where "the damage that flows is a direct result of the wrongs done to the company" with the result that "those damages can only be claimed by the company" (para. 5). She noted (at para. 7), however, that: If there is a relationship between the shareholder and the wrongdoer, which is independent of the relationship which the shareholder derives through the shareholder’s interest in the company, then a personal right of action accrues which is not caught by the rule in Foss v. Harbottle.

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