A former CEO and minority shareholder has failed in his bid to liquidate a 96-year-old Burnaby printing company after it fired him two years ago.

Daniel Castilloux, who formerly ran Mitchell Press Ltd., filed an application with the British Columbia Supreme Court in October 2022 seeking an order to sell the company, according to a decision in the case last month.

Since his ouster in March 2022, Castilloux has claimed he has been stuck in “shareholder purgatory,” with no salary from the company and no way to earn income from his shares since the company had never declared a dividend and that he could not get money for his shares unless they were sold, the judgment said.

Mitchell Press was founded in 1928 by formerVancouver Sunshine financial editor Howard T. Mitchell will publish the now-defunct Financial newsthe first Canadian newspaper specializing in financial issues in Western Canada.

Today, Mitchell is the third-largest commercial printing company in Canada, with 109 employees operating out of a 64,000-square-foot facility at 8328 Riverbend Court — a property valued at well over $20 million, according to the decision.

trusted son-in-law

Castilloux married Howard Mitchell’s daughter in 1990 and rose through the ranks after his father-in-law sent him to college to learn business management and the science of printing.

Castilloux’s role in the company continued even after his divorce in 2010, and he gradually took over management of Mitchell Press from his ex-father-in-law along with Howard Mitchell’s son, David Mitchell.

In 2018, Howard Mitchell also offered Castilloux a 37.6% stake in the company.

In 2022, Castilloux was CEO and David Mitchell was president, but Castilloux was unhappy with everything his ex-brother-in-law was doing for the company, according to the decision.

“It is clear that David Mitchell’s alleged failure to do all he could at Mitchell Press became a source of growing resentment for Mr. Castilloux,” the judgment said.

His grievances surfaced in November 2020, when Castilloux “called David Mitchell out” in front of the company’s CFO, accusing David Mitchell of “doing nothing for 28 years” and saying he was tired of “carrying him out,” says the judgement.

Castilloux later apologized, but not in terms his ex-brother-in-law considered sincere, according to the ruling.

COVID conspiracy

The COVID-19 pandemic has made the situation worse.

Castilloux refused to comply with company policies — including masking and social distancing — adopted by his own management team to contain the spread of the virus, according to David Mitchell and other employees.

“Mr. Castilloux repeatedly told his officers and employees that these mandates were part of a government conspiracy to expand executive powers and eradicate their civil liberties,” the ruling said.

Rather than comply with public health mandates, he stopped going to the factory.

When he went there, he refused to wear a mask or cover his nose, according to the judgment.

He suggested staying home and communicating electronically with employees via a computer tablet attached to a pole.

“Mr Mitchell considered this behavior absurd, impractical and insulting to all employees who followed the rules and kept the company afloat in difficult times,” the judgment states.

Testimony from David Mitchell and others also included accounts of Castilloux summoning employees and vendors to his home and encouraging them to unmask themselves while there.

“On one occasion, apparently, he arranged a meeting with the company’s banker, dressed in a bathrobe, offering him a bathrobe to wear himself,” the judgment said.

A senior executive called Castilloux’s behavior “unprofessional,” “unfair” and “embarrassing.”

Castilloux told the court he stopped going to the factory not because he thought the Covid-19 mandates were a tyrannical hoax, but because he was afraid of contracting the virus himself. virus.

But Justice Robin Baird of the British Columbia Supreme Court was not convinced.

He noted that Castilloux invited people to his home for meetings and encouraged them to take no precautions against the virus.

“In my view, Mr. Castilloux’s assertion that he stayed home to protect his own health is a newly invented justification for behavior that would otherwise appear to the objective observer as selfish, irresponsible and unbecoming of a executive responsible for workplace health and safety of more than 100 employees,” Baird said.

Termination

Castilloux was ultimately fired on March 21, 2022 for ignoring the terms of a “holding document” intended to improve communication between him and David Mitchell and prevent Castilloux from making important decisions without consulting him – including trying to firing the company’s CFO and buying out. a $300,000 Kodak printer.

Just weeks after the release of the holding document, Castilloux also began “secret discussions” about his plan to wrest control of the company from the Mitchell family, according to the ruling.

After his dismissal, Castilloux sued the company for unfair dismissal and asked the court for an order ordering the company’s liquidation.

He told the court he was unemployed and unable to find employment that matched his skills and experience.

He said he was unable to obtain money for his shares because the company’s articles of association prohibited the sale of his shares without David Mitchell’s approval.

Castilloux said David Mitchell had so far refused to approve the sale, but David Mitchell told the court Castilloux had not sought approval and had rejected the terms of the company’s offer to buy his actions.

“This appears to be the crux of the matter: Members of the Mitchell family are willing to buy Mr. Castilloux’s shares, but not at a price he is willing to accept,” the judgment said.

“The dismissal was not only justifiable, but inevitable”

Justice Baird acknowledged Castilloux’s options were limited, but said that alone was not enough to make the order to liquidate a 96-year-old company against the wishes of majority shareholders “just and equitable” .

Baird said the removal of a shareholder as an employee or director is not a sufficient reason to order the liquidation of a company, unless it is clear that the removal was not in the best interest of the company.

Baird concluded that Castilloux did not.

“He bears responsibility for the role he played in deliberately creating a situation in which his dismissal was not only justifiable, but inevitable,” he said.

“It would be neither just nor equitable to grant him the drastic remedy of a winding up order in circumstances where the conflict he claims to have necessitated was largely of his own making. The unanimous, rational and all ambition fully arguable by the majority shareholders must continue to do business as usual.

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