A Manitoba court has refused to remove a company director from a lawsuit filed by an investor who claims she was personally promised guaranteed returns that never materialized.
The Court of King’s Bench of Manitoba issued its ruling on September 16, 2026, in a dispute that traces back to June 2021, when an investor based in Iowa agreed to put money into Norgrow Canada Inc., a Manitoba-registered company, through a share subscription agreement. Norgrow has maintained its Manitoba registration continuously since 2019 and keeps a registered office in Winnipeg, although both the company and its director say the business is actually operated out of the United Kingdom.
The investor alleges Norgrow failed to deliver on its obligations under the agreement. She further claims the company’s director told her directly that her returns were “guaranteed” and that she would be able to withdraw her investment after one year. According to her claim, when she attempted to do so, the director refused to release her money without a court order. She also alleges his conduct as a director treated her unfairly in her capacity as a shareholder.
A Jurisdiction Fight Over Where the Case Belongs
The investor filed her lawsuit on September 8, 2025. Norgrow and its director responded by arguing the claim amounted to an abuse of process, that it had been improperly served, and that any dispute should be heard in England and Wales rather than in Manitoba.
A ruling issued in November 2025 rejected the abuse-of-process argument and confirmed that service of the lawsuit had been valid, though it left the broader question of jurisdiction unresolved. The company and director returned to court in March 2026, this time seeking to have the director personally dropped from the case altogether.
Justice Woolley was not persuaded by that request. On the jurisdiction question, the judge pointed to Norgrow’s sustained ties to Manitoba, noting the company was incorporated there and had renewed its registration annually, and that the subscription agreement itself designated Manitoba courts as the venue for resolving disputes. The director’s residence in the UK and the company’s overseas operations were not sufficient, in the court’s view, to move the case elsewhere.
Allegations Enough to Proceed Against the Director
On the question of whether the director could be held personally liable, the court found that the investor’s allegations, that he acted in bad faith and prioritized his own interests over hers, were sufficient to allow her case against him to continue. The allegations remain unproven at this stage, but the court found they met the threshold required to survive a motion to strike him from the proceeding.
Norgrow and its director now have 30 days to file a formal defence in the case.
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