A claim acquired weeks before trial. The judge wasn't persuaded to let it in
A BC court blocked the chief executive of Blue Lagoon Resources from adding a last-minute counterclaim to a share-ownership fight, citing unexplained delay.
The decision came down on June 19, 2026, in a Vancouver dispute over Blue Lagoon Resources Inc. share certificates. A founding shareholder, his wife and two children sued in December 2023, alleging that certificates issued in their names were held in trust by the defendant, Rana Vig, Blue Lagoon's chief executive, and never handed over despite a demand made in 2022. They want the shares delivered, or damages for not returning them.
Vig denies knowing about the underlying transactions, denies holding the certificates in trust, and denies that any demand was refused. The court made no findings on who owns the shares.
The ruling by Associate Judge Robertson turned on a procedural request. On May 19, 2026, weeks before a 15-day trial set to start July 27, Vig applied to file a late counterclaim and to plead setoff. His basis was an assignment agreement dated April 12, 2026, under which a third party - an early investor who claimed the same shares were really his - transferred that claimed interest to Vig. Vig owes nothing for the assignment unless the claim succeeds.
The proposed counterclaim alleged that the lead investor could not fund his original stake in the predecessor company, ASIC Mining Ltd., and agreed that the third party would buy and hold the shares in trust until repaid - with ownership reverting to that party, plus 200,000 shares, if repayment failed. The investor has said he repaid the advance.
Robertson declined to let the counterclaim in. The associate judge found the delay in advancing the ownership claim unexplained, noting there was no evidence from the assignor about why he had never pursued it himself over roughly five years. Because an assignee cannot acquire a stronger claim than the person who assigned it, the judge measured the delay from that earlier inaction, not from the April assignment.
The judge also raised a point worth the attention of anyone watching litigation tactics: courts should be wary of steps taken entirely within one party's control that look aimed solely at gaining a strategic litigation advantage. Without the assignment, the judge noted, the defendant had no basis to put ownership in play.
For advisors whose clients hold shares in private companies, the case is a reminder of how fragile undocumented arrangements can be. The judge noted that Blue Lagoon kept no share register, leaving owners to rely on the physical certificates themselves. Questions of who beneficially owns shares - and who is merely holding them - came down to memory and missing paperwork.
The application was dismissed in full, and the plaintiffs were awarded their costs. Vig remains free to bring a separate action under the assignment if he wants to. The underlying trial is still set for July 27, 2026.
