A dispute between two brothers over their shared door and window manufacturing company has led to the B.C. Supreme Court ordering one brother to buy out the other’s shares for more than $2.3 million.
Justice Catherine Murray found Tom Gierc and the companies he co-owned, Wescon Cedar Products Ltd. and Wescon Holdings Ltd., acted oppressively against brother Frank Geirc Jr., according to a 2021 .
And in a 2023 , Murray ordered the companies to buy out Frank’s shares for $2,323,250, plus the seven years of interest since he filed his court petition in 2016.
Murray allowed the company to pay $750,000 within 10 days of judgment and the remainder within a year to avoid insolvency.
The brothers founded Wescon together in 1985, with financial help from their parents, and the four family members held equal shares in the company until their parents’ deaths in 2013 and 2016, at which point the shares were divided evenly between the brothers.
The company was restructured to create the holdings company in 2001.
Wescon owns the Duncan, B.C., plot of land Wescon Cedar operates on, and the family created several trusts to hold their shares in the company.
Frank ran the manufacturing side of the company, while Tom ran the business side. But by 2014, their relationship had deteriorated, with each brother blaming the other.
Frank accused Tom of shutting him and his family out of the business.
Tom fired Frank in August 2015, alleging he had stopped working since Tom fired his son the month prior. He also alleged Frank had been difficult to work with, submitting as evidence to the court letters from employees who said the company ran more smoothly without Frank.
In the time since then, Murray found Tom refused to provide Frank with audited financial statements, despite his obligations.
She also found Tom delayed for months in his obligations to pay Frank and sometimes didn’t pay him at all. And “disingenuous” arguments were made to try to quash Frank’s petition claiming shareholder oppression and to claim Frank violated a non-compete agreement by working for $22/hour at a building supply store, according to Murray.
While Tom argued Frank had never asked for audited statements or an annual general meeting in the past, Murray said that was entirely irrelevant.
“These are different times. The family dynamic has changed. Frank has been excluded from the business,” she wrote. “The business was based on family bonds and the trust that went along with those bonds. That trust has been broken. Frank no longer trusts Tom.”
She said Tom “demonstrated his contempt toward Frank” throughout the court proceedings.
“Before me, Tom advanced disingenuous arguments that rather than working as a door hanger, Frank could have returned to teaching after being out of the profession for approximately 35 years, and that Frank did not bring this petition in a timely manner when the lapsed time was spent in an effort to reach an agreement,” Murray wrote.
She said Tom’s main argument to dismiss Frank’s petition – that he didn’t have standing as a shareholder because his shares were held in trusts – was just another way to delay a process that by then had already taken more than four years to adjudicate and to “cause further hardship to Frank.”
