Not all posts need to be serious, and this one is about a bit of fun that we had recently at Guardian Law. With the recent addition of our able corporate solicitor George Huang, who is an avid board game player, the firm decided to organize a board games night last week. The name of the game: Monopoly.
Of course, when you play Monopoly at a law firm, there are going to be a few house rules. The most significant of which, in this case, was that players could not hold property personally and that the laws in force in the province of Alberta were incorporated into the rules by reference.
This resulted relatively quickly in the setting up of holding corporations for each of the pieces, and in turn, resulted in a fracturing of interests across the various corporations. Thus, instead of being the “shoe,” a person might have a 40% interest in the shoe and a 30% interest in two other pieces.
A number of shareholders meetings then needed to be called in order to determine whether the companies should purchase various properties, and matters proceeded relatively smoothly until one of the pieces landed on chance, and was told “It’s your birthday, collect $10 from each player.”
This resulted in an arbitration over the meaning of the terms “you” and “player” to determine whether the money was paid and received by either the corporation or the person. Able submissions were made by both sides and the arbitrator made her ruling.
Things really started to get interesting when one of the players had to leave and her various interests went up for auction.
The corporations all held plenty of assets and cash, but the individuals were cash poor, resulting in the shares being purchased well below their fair market value. As the auction proceeded, an action was started for shareholder oppression because two individuals with a controlling interest in one of the corporations voted that the corporation give them an interest-free loan in order to allow them to outbid the third shareholder in the auction.
This spawned a corollary debate over whether the question of the propriety of corporate action in the middle of an auction could be brought before an arbitrator, or whether such a consideration would be barred by issue estoppel.
At the end of the night, each individual calculated the value of their shareholdings, and personal cash and a winner was declared.
The event was surprisingly successful, in terms of an opportunity to become familiar with corporate law, but also taught a clear lesson to those who prefer their games nights without byzantine transactions and heated legal arguments: never play monopoly with lawyers!