Federal Court Quashes Invalid Invoice Decision

OUTCOME: Allowed

Date: 20260519 [NAME_1] : T-758-26 Citation: 2026 FC 638 Ottawa, Ontario , May 19, 2026 PRESENT: Madam Justice McDonald BETWEEN: [NAME_2] Applicant and [NAME_6], [NAME_9] and [NAME_14] Respondents

REASONS AND

JUDGMENT [ 1 ] The Applicant, [NAME_2], is an elected [NAME_10] of [NAME_6] [[NAME_18]] and seeks judicial review of a decision by the Respondents to issue an Invoice to her in the amount of $421,000. The circumstances and timing surrounding the issuance of the Invoice raises serious issues about the validity of the Invoice. The impact of the Invoice, however, is undisputed: it would render the Applicant ineligible to run for re-election in the [NAME_18] election scheduled for June 2026. [ 2 ] For the following reasons, I am granting this judicial review, and I am quashing the Decision of [NAME_14] and [NAME_9] to issue the Invoice to the Applicant. I have concluded that the issuance of the Invoice, although a purported decision of the [NAME_18] Chief and Council, was not validity issued in accordance with the provisions of [NAME_18]’s Financial Administration Law, 2020 [ FAL ]

I. Background [ 3 ] [NAME_18] is governed by a Chief and two Councillors, with elections governed by The Customary Election Regulation of the [NAME_6] [ Election Regulation ]. Currently, [NAME_15] serves as Chief, and [NAME_11] serves as [NAME_10] alongside the Applicant, [NAME_19]. [NAME_19] was first elected on June 8, 2018, and was re-elected on September 16, 2022. [ 4 ] The Applicant intends to seek re-election in the June 2026 election, however under the Election Regulation , an election candidate cannot owe a debt to [NAME_18] or an [NAME_18] entity. Election candidates must provide a letter “signed by the band administrator or chief executive officer of the [NAME_7],” confirming that the candidate owes no debts to [NAME_18] or an [NAME_18] entity. [ 5 ] The evidence filed on this Application demonstrates that there is significant animosity between [NAME_19], and Chief [NAME_21]. [NAME_19] has effectively been sidelined in relation to the functions of the [NAME_18] Chief and Council duties, and the relationship of the 3 members who make up the [NAME_18] Chief and Council has broken down. [ 6 ] Despite this reality, on this judicial review application, the limited issue before the Court is the decision to issue the Invoice. [ 7 ] I will briefly outline the facts that relate directly to the issuance of the Invoice. A. Alberta Litigation [ 8 ] On November 22, 2024, [NAME_18] filed a civil action in the [ADDRESS] of King’s Bench against [NAME_19] for “breach of fiduciary duty, breach of trust, conversion, and unjust enrichment.” In their Statement of Claim, [NAME_18] refers to “an independent third party” investigation into [NAME_19] that concluded in September 2024 and found that [NAME_19] had misused “[NAME_8] funds through excessive and potentially illegitimate expenses.” [ 9 ] Based on this investigation, in the Alberta action, [NAME_18] alleges that [NAME_19] claimed expenses that “were either not personally incurred by [NAME_19], not incurred at all, or unrelated to [NAME_18] business” and received “excessive and unauthorized remuneration” in 2023 for her roles as [NAME_18] [NAME_10] and as the Business Development Officer of a [NAME_18] entity. Of relevance to this case, [NAME_18] claims, at paragraph 8 of their Alberta Claim, that the Applicant was wrongly paid “$421,650 in board fees and bonuses based on the performance of [NAME_23] and other [NAME_18] Companies.” [ 10 ] On January 27, 2025, [NAME_19] filed a Statement of Defence, fully denying the claim advanced by [NAME_18] and stating: 7.[NAME_19] attended to each and every one of her duties as a [NAME_18] [NAME_10] with transparency, good faith, and in alignment with [NAME_18]. The Defendant denies any allegations that she breached her fiduciary duty to [NAME_18], was unjustly enriched, or unlawfully misappropriated money from [NAME_18] and puts the Plaintiffs to the strict proof thereof. [ 11 ] The Alberta litigation is ongoing. B. January 2026 Invoice [ 12 ] By letter dated January 19, 2026, legal counsel for [NAME_18] forwarded a letter to the Applicant’s legal counsel enclosing the Invoice and stating: Please find enclosed a formal invoice from [NAME_6] (the "[NAME_8]") for repayment of unauthorized compensation improperly paid to [NAME_24] for the calendar year 2023, in the amount of $421,000. We kindly ask that you bring this invoice and letter to the attention of your client. … This letter and accompanying invoice constitute a formal request for repayment of the 2023 Overpayments and notice of debt owing to the [NAME_8]. The [NAME_8] hereby requests that [NAME_24] immediately remit the sum of Four Hundred Twenty-One Thousand D ollars ($421,000.00). Payment must be received in full within thirty (30) days of your receipt of this letter. Payment shall be made by certified cheque or bank draft payable to "[NAME_6]" and delivered to the undersigned. Should payment not be received within the stipulated 30-day period, interest shall accrue on the outstanding balance at the rate of twelve percent (12%) per annum, compounded monthly, calculated from the date of expiry of the demand period until payment in full is received. [Emphasis in original] [ 13 ] The Invoice, dated January 7, 2026, is on [NAME_18] letterhead and addressed to [NAME_2] with the description of the $421,000 as being for “2023 Compensation Repayment.” [ 14 ] After issuing the Invoice to the Applicant, on February 5, 2026, [NAME_14] and [NAME_9] provided a written “Important Update to Members” advising community members, in part, that: On January 21, 2026, the [NAME_8] issued an invoice to [NAME_24] in the amount of $421,000 for bonus payments improperly paid to her in 2023, formally requesting payment within thirty (30) days. No payment has been received as of the date of this notice. … In addition to being a debt to the [NAME_8], these bonus payments, along with other payments and alleged breaches of fiduciary duty, are the subject of ongoing civil proceedings in the [ADDRESS] of King's Bench against [NAME_19] seeking recovery of the funds and other relief. [Emphasis in original]. [ 15 ] On February 6, 2026, the Applicant provided a response to the Members of [NAME_18] stating in part: I am writing to address the notice recently issued by the Chief and [NAME_22] concerning an alleged $421,000 "bonus" that they claim I owe to the [NAME_8]. Because this notice was circulated directly to members, it is important that I respond clearly, firmly, and truthfully to protect my reputation and ensure members are not misled. First and foremost, the payments being referenced were not bonuses. They were board -related compensation issued through established compensation structures and processed through the [NAME_8]'s financial systems. At no time were these amounts issued, recorded, or described as "bonuses" within the [NAME_8]'s financial system. These payments were signed and approved through the Board of Directors, including approval by [NAME_14] . That approval shows that compensation was allocated across several [NAME_8] entities and included payments to multiple officials under the same structure, not just to me. The document further confirms that [NAME_14] also received payments under this same structure. This demonstrates that the payments were part of an approved board compensation framework, not self - awarded or unauthorized payments. … I also note that the letter states that this alleged debt may prevent me from running in the upcoming election. This is particularly concerning given that the payments in question date back to 2023 and are only now being raised in this manner. The timing creates the appearance of potential election interference, as a disputed and unproven claim is being referenced in connection with my eligibility to run. As this matter is already before the courts, it should be resolved through the legal process rather than through public communications or actions that could affect the democratic rights of members. [Emphasis in original.] [ 16 ] On February 13, 2026, [NAME_19] filed this Application for judicial review challenging the decision to issue the Invoice.

II. Issues [ 17 ] Based upon the submissions of the parties, I will address the following issues: (1) Objections to [NAME_20]’s Affidavit evidence? (2) Does the Court have jurisdiction to judicially review the Invoice? (3) Is the Application premature? (4) Was the decision to issue the Invoice reasonable? III. Standard of review [ 18 ] The presumptive standard of review is reasonableness, including for questions of jurisdiction ( [NAME_8] v [NAME_25] , 2026 FC 482 at para 20). [ 19 ] Reasonableness requires a decision to have justification, transparency, and intelligibility, be based on an internally coherent and rational chain of analysis and be justified in relation to the facts and law that constrain the decision maker ( Canada (Minister of Citizenship and Immigration) v Vavilov , 2019 SCC 65 at paras 85-86). Furthermore, if a decision cannot be supported by any “source of power, the decision cannot be said to be acceptable or defensible on the law” ( [NAME_26] v [NAME_27] , 2012 FCA 269 at para 12). [ 20 ] The Applicant raises various procedural fairness issues surrounding the issuance of the Invoice. These factors are considered on the standard of correctness ( Canadian Pacific Railway Company v Canada (Attorney General) , 2018 FCA 69 at para 54).

IV. Analysis A. Objections to [NAME_20]’s Affidavit [ 21 ] The Applicant challenges various paragraphs of [NAME_20]’s Affidavit. She argues that all or portions of paragraphs 5, 13, 22, 24, 25, 37, 39, 40, 42-44, 47-50, 69, 89, 90, 92, 93, and 118 ought to be struck out or disregarded on the grounds that they contain opinion, are irrelevant, are argumentative, and/or are scandalous. [ 22 ] In my view, some of these criticisms are legitimate. [ADDRESS] will disregard the parts of the [NAME_17] that fall into the categories identified by the Applicant. Additionally, many of the issues and deficiencies with the [NAME_17] were addressed during [NAME_20]’s cross-examination. As such, I largely rely on the evidence he provided during cross-examination on his Affidavit. B. Does the Court have jurisdiction to judicially review the Invoice? [ 23 ] The Respondent argues that the decision to issue the Invoice is not a decision that can be judicially reviewed, because it was a private, commercial, and operational matter by [NAME_18], and is therefore outside the jurisdiction of the Federal Court. They argue that the Invoice was not issued pursuant to a Band Council Resolution [BCR], nor was a BCR required for the act of issuing an invoice to a member of [NAME_18]. They argue the Invoice was merely an administrative accounting function. [ 24 ] In support of their position, the Respondents rely upon [NAME_28] 77 2015 FCA 234 [ [NAME_29] ] (upholding [NAME_28] , 2014 FC 1126), which involved a surcharge on tax-exempt cigarettes being sold on reserve. In [NAME_29] , the Court held that it had no jurisdiction to review the impugned actions of a band council because it was not acting as a federal board. At the Federal Court, Justice Kane found that the source of the authority being exercised by the [NAME_7] to impose a surcharge on cigarettes was a provincial statute, and that the surcharge was a contractual matter pursuant to a Tobacco Retailer Agreement. [ 25 ] In my view, the facts of this case are quite different from those in [NAME_29] . The Invoice here was not for a “tax” but rather, for “compensation repayment.” The repayment claimed relates to payments to the Applicant in her capacity as a [NAME_18] Board member on various [NAME_18] enterprises, positions which she, and the other members of Chief and Council, undertook because of their elected positions with [NAME_18]. I note as well that the Resolution appointing her to the position as a board member of these organizations was signed by her in her capacity as a [NAME_10] of [NAME_18]. In my view, these facts are clearly different from those in the [NAME_29] case and support a finding that the decision to issue the Invoice was a public decision. [ 26 ] Further, although a BCR was not produced to demonstrate that the decision to issue the Invoice was made by [NAME_18], on cross-examination, [NAME_20] stated that he and [NAME_22] used “text or e-mail for quorum to proceed with the invoice.” This admission of the Chief of [NAME_18] is a tacit acknowledgement that the issuance of the Invoice required a “quorum” decision from [NAME_18] Chief and Council. This supports the Applicant’s assertion that the Invoice is subject to judicial review as it is not simply private, commercial or operational matter for [NAME_18]. [ 27 ] Generally, decisions of Band Councils “are subject to judicial review when they exercise their powers over band members under a federal statute such as the Indian Act , RSC 1985, c I-5 [ Indian Act ], and when the issue involves a matter that is ‘public’ in nature” ( [NAME_7] #195 v [NAME_31] , 2025 FCA 158 at para 21 [ [NAME_31] ]). [ 28 ] Here, if we consider the surrounding context of the issuance of the Invoice, there can be no doubt that Chief [NAME_21] were acting in a public manner when exercising [NAME_18] powers to issue the Invoice. [ 29 ] For context, some background to the roles occupied by the Applicant and the other members of [NAME_18] Chief and Council is helpful. [ 30 ] As outlined above, in support of the Invoice, [NAME_18] claims that [NAME_19] received unauthorized remuneration in 2023 for her role as the Business Development Officer of a [NAME_18] entity. [ 31 ] In her Affidavit, sworn on February 17, 2026, the Applicant explains this as follows:

49. Chief and Council automatically sit as Directors on all [NAME_18] entities. I believe that the $421,000 claimed against me, relates to remuneration paid to Chief and Council for our work as Directors on each of the seven [NAME_18] entities throughout our entire terms. The $421,000 compensation was to be paid on a monthly basis. The compensation structure was established following an extensive compensation review of similar Directorship roles. The $421,000 payment was duly authorized by the entire Council on March 27, 2023. Attached hereto as Exhibit "S" is the signed authorization relating to remuneration structure signed and approved by the entire Council. [Emphasis in original] [ 32 ] Exhibit “S” referred to in the Applicant’s Affidavit is a March 27, 2023, Resolution. That Resolution states as follows: THE BOARD OF DIRECTORS COMPENSATION AND EXPENSE REIMBURSEMENT RESOLUTION March 27, 2023 The [NAME_5] 468 [NAME_7] Development Corporation. (the "Corporation" ) recognizes in consideration of the time and effort expended by members of the Board of Directors of the Company ("Board members" or "Directors") by such persons in rendering such services, it would be in the best interests of the Company to provide for reasonable compensation; and DO HEREBY RESOLVE:, A. Chief and Council of the [NAME_6] (the "[NAME_8]" ) have assumed the responsibility to create employment of the [NAME_8]'s Members, both on and off the Reserve and to provide certain services to its group of companies, including but not limited to legal, information technology, finance, human resources, procurement, public relations and other services, to assist in administrative and streamlined efficiencies in each of the [NAME_8]'s companies; and B. It is desirable for the Corporation to establish remuneration for the Directors of the Corporation in a transparent, reasonable, and sustainable manner in recognition of the value of the contribution of the Directors to the performance and revenue generated by the Corporation; and C. The Directors believe it is necessary and in the best interests of the Corporation to develop and adopt a Board of Directors Remuneration Policy. [Emphasis in original] [ 33 ] There is a similar Resolution for the other [NAME_18] entities including: [NAME_32], [NAME_33], [NAME_18] Group of [COMPANY_34]., [NAME_35], and [COMPANY_36]., and [NAME_37]. [ 34 ] The Resolutions are accompanied by a chart detailing the payments to each council member in relation to the various entities along with the Chief and Council signed approvals as follows: [ 35 ] Turning back to the Invoice, there is no dispute that the Invoice was issued to recover compensation paid to the Applicant in relation to her sitting as a Director in 2023 on these [NAME_18] entities. Further, it is not disputed that the Applicant sat on the Boards due to being an elected member of [NAME_18]. In my view, these facts are sufficient to demonstrate [NAME_18] was acting in a “public” manner in issuing the Invoice. [ 36 ] This conclusion is further supported by the communication from Chief [NAME_21] to the [NAME_18] community to explain the reasons for issuing the Invoice. The document titled “Important Update to Members” states in part as follows: Responsibility to [NAME_6] takes this debt seriously and will take all legal steps necessary to enforce recovery of the funds, which properly belong to and ought to be used for the benefit of the [NAME_8] and its Members. Chief and Council have a fiduciary obligation to the [NAME_8] to responsibly safeguard its funds and assets and is empowered to do so by the [NAME_8]'s laws. Among other things, section 7(1) of the [NAME_8]'s Financial Administration Law provides that Council is responsible for all matters relating to the financial administration of the [NAME_8], and under section 22(4)(d) is authorized to take appropriate action when a [NAME_10] has breached their duties. More generally, leadership has a responsibility to take action to collect and enforce member debts, whatever the nature.

For these reasons, the [NAME_8] is moving forward with collecting the $421,000 in improper payments to [NAME_19] through the issuance of the formal invoice and enforcement of this debt -from which flows legal consequences at law and under the [NAME_8]'s laws. If you have questions or concerns, please contact [NAME_14] or [NAME_13] through the [NAME_8] office. [Emphasis in original] [ 37 ] It is clear from this communication that Chief [NAME_21] are purporting to act in the best interests of the [NAME_18] community and pursuant to the FAL . Their communication invoked sections 7(1) and 22(4)(d) of the FAL , which state: 7.(1) The Council is responsible for all matters relating to the financial administration of the [NAME_7] whether or not they have been assigned or delegated to an officer, employee, committee, contractor or agent by or under this Law. … 22(4) If it has been determined under this Law or by a court of competent jurisdiction that a [NAME_10] has contravened this section, the Council may take any or all of the following actions: … (d) take any other appropriate action authorized under any other [NAME_7] law, code or policy; [ 38 ] The Respondents’ communication to the [NAME_18] community, and its reliance on [NAME_18]’s bylaws, does not support their position that the Invoice is a private manner. [ 39 ] The determination of whether an exercise of power is public or private is ultimately highly contextual and fact driven: “[w]hether or not any one factor or a combination of particular factors tips the balance and makes a matter ‘public’ depends on the facts of the case and the overall impression registered upon the Court” ( Air Canada v Toronto Port Authority , 2011 FCA 347 [ Air Canada ] at para 60). In Air Canada , the Court of Appeal noted that there exists “[a]n ‘exceptional’ category of cases where the conduct has attained a serious public dimension” that “transforms the matter from one of private significance to one of great public moment” (at para 60). Such examples include cases that allege “fraud, bribery, corruption or other kinds of grave misconduct which, if proved, would undermine public confidence in the essential integrity of the process” ( [COMPANY_38] v Canada (Attorney General) , 2009 FCA 116 at para 62 [ [NAME_39] ]). [ 40 ] In this case, I am satisfied that the decision to issue the Invoice to the Applicant was a public act of the [NAME_18] Chief and Council – which is consistent with how Chief [NAME_21] describe their decision in their communication to the community. Notwithstanding this, I would also find that the Invoice falls into the “exceptional” category of circumstances where the alleged conduct “would undermine public confidence in the essential integrity of the process” if it were not subject to judicial review ( [NAME_39] at para 62). [ 41 ] Perhaps the most significant contextual factor is that the effect of the Invoice would disqualify a sitting [NAME_10] from running for re-election. As such, the Invoice does not only affect [NAME_19], but rather [NAME_18] members generally. [NAME_19] should be re-elected is a decision properly left to the electors of [NAME_18], and not a subgroup of [NAME_18] acting outside [NAME_18]’s Council Accountability and Procedures By-law [ Accountability Bylaw ]. Allowing the Respondents to interfere with the [NAME_18]’s election process, by hiding behind the private nature of issuing an invoice, risks “undermin[ing] public confidence in the essential integrity of the process” ( [NAME_39] at para 62). [ 42 ] Further, although the Respondents claim that the Invoice was a legitimate [NAME_18] decision to formalize debts following an independent investigation into [NAME_19], the timing of their actions undermines this claim. The Invoice was issued 4 months before the Nomination Meeting for the June 2026 election, but well over 1 year after the investigation concluded and when [NAME_18] filed their lawsuit in the Alberta Courts against [NAME_19]. On cross-examination, [NAME_20] claimed that the Invoice was not intended to disqualify [NAME_19] from the June 2026 election, but he conceded that “we all know [the election was] coming.” [ 43 ] Overall, given the context of the Invoice and its potential impact on [NAME_18]’s June 2026 election, I find this is an “exceptional” case where, even if the issuance of an Invoice is a private matter, here it has been transformed into a public matter of significance. As such, I find this case falls within the Federal Court jurisdiction. C. Is the Application premature? [ 44 ] The Respondents also argue that this Application is premature. They argue that, even if the debt would render [NAME_19] ineligible for re-election, this judicial review is premature since its “true substance” is the effects of the Invoice on [NAME_19]’s election eligibility, and election eligibility has not yet been determined. In my view, this submission misses the mark. [ 45 ] [NAME_19] argues that her eligibility for the June 2026 election is what motivated Chief [NAME_21] to have an Invoice issued, in my view, the narrow issue before the Court on this judicial review is the Invoice itself, and not the potential impacts of the Invoice on the upcoming election. [ 46 ] Accordingly, as the Invoice was issued in January 2026 and there are no remaining “adequate remedial recourses in the administrative process” ( [COMPANY_40] v Canada (Border Services Agency) , 2010 FCA 61 at para 30), I do not regard this judicial review of the decision to issue the Invoice as being premature. D. Was the Invoice properly authorized? [ 47 ] [NAME_19] attacks the validity of the Invoice on several grounds. Primarily, she argues that the Respondents had no authority to issue the invoice because they did not have a duly convened meeting and there is no BCR and, relatedly, she highlights accounting irregularities surrounding the Invoice. She argues that the invoice was requested by and issued through legal counsel for [NAME_18]. She also argues that the Invoice was motivated by bad faith, malice, and for the ulterior motive of blocking her from running in the upcoming election. Finally, she argues that the amount claimed in the Invoice is not properly characterized as a debt. [ 48 ] As a starting point, the Indian Act , s (3)(b), provides that “a power conferred on the council of a band shall be deemed not to be exercised unless it is exercised pursuant to the consent of a majority of the councillors of the band present at a meeting of the council duly convened.” The Indian Act and First Nations Fiscal Management Act , SC 2005, c 9 also allow [NAME_18] to create bylaws regarding procedure for Band Council decision making and their financial administration, respectively. [ 49 ] [NAME_18]’s decision-making is governed by its Accountability Bylaw . [NAME_18]’s financial administration is primarily governed by its FAL . As noted above, in the communication to the community, the Chief stated that he and [NAME_22] were acting pursuant to the FAL in issuing the Invoice to the Applicant. However, the FAL does not provide its own procedures for decision-making. [ 50 ] The Accountability Bylaw provides in section 13.1 that “[a]ll decisions of Council shall be made by a Quorum of Council at a Council Meeting and recorded by Council Motion ” [Emphasis added]. Based upon the Accountability Bylaw , for a decision of Council to be valid, it must be recorded by “Council Motion.” A “Council Motion” is “a proposal to take a certain action or a question stated by a member of Council to be determined by a ‘Quorum of Council’ at a ‘Council Meeting’, which is evidenced in writing by a band council resolution ” [Emphasis added]. [ 51 ] [NAME_20], on cross-examination, confirmed this requirement, stating the following: Q So any decision that you make would have to be authorized by a Band Council Resolution with the quorum? A Yes. Q Okay. And band governance decisions, those are decisions that are distinct from decisions that are made by the [NAME_8]-owned corporate entities; right? A Correct. Q Okay. So council decisions would require a Band Council Resolution and a quorum? A Yes. [ 52 ] During cross-examination [NAME_20] also confirmed there was no BCR recording the Invoice: Q you say you acted as a quorum with respect to the invoice. How did you act as a quorum to make this request? A To approve it -- discussions. And then to approve it, like, I can't recall if it was a text or by e-mail for quorum to proceed with the invoice. Q Did you have a BCR to proceed? A No. I don't believe so. Q No BCR to proceed? Okay. A I don't believe so. I honestly can't remember. [ 53 ] The Accountability Bylaw includes a clear requirement that Council Motions be recorded by a BCR. This requirement was not complied with. The decision on this Invoice was not “recorded by Council Motion” and therefore was not in compliance with the Accountability Bylaw . [ 54 ] Additionally, the decision to issue the Invoice was not made with proper quorum. Under the Accountability Bylaw , “Quorum of Council” is defined as “a majority of the whole of Council.” There is no dispute that Chief [NAME_21] constitute a majority of Council and therefore would meet the definition of quorum under the Accountability Bylaw . However, mere technical compliance with quorum requirements may not be sufficient, on its own, to constitute a quorum for the exercise of powers delegated to a [NAME_7]. [ 55 ] As explained by Justice Blackhawk in [NAME_41] v [NAME_42] , 2025 FC 1362 at paras 23-24 [ [NAME_41] ]: [23] That said, this Court has considered what constitutes proper quorum of a band council and the requirements for a duly convened band council meeting. [ADDRESS] has found that “[t]he law is clear; the [Band] Council is composed of both the councillors, not just some of them, and the Chief.” … [ADDRESS] has been clear that a “subgroup” or a so-called “quorum of Council” that operates separately from the elected band council, does not follow the rules for the conduct of a meeting should not be confused with what is quorum of a band , [24] At a minimum, quorum is the number of persons required to constitute a valid meeting. … In addition, this Court has noted that democratic principles and procedural fairness require more than simply achieving minimum quorum, rather the “spirit and intention” should be respected. In my view, in addition to the minimum requirement for quorum, the jurisprudence indicates that a duly convened meeting requires that notice of the meeting be provided to all members of council, and that all members of council have the ability to participate … [Citations Omitted] [Emphasis added] [ 56 ] In this case, Chief [NAME_21] claim to have acted as a quorum when they made the decision on the Invoice. When asked about the origins of the Invoice on cross-examination, [NAME_20] stated the following: Q And whose idea was it to create the invoice for the alleged debt? A [NAME_22]. Q [NAME_22]? A Yes. Q And did he tell you why he wanted to create that invoice? A Yeah. He called me one evening, and we were having a discussion. And then, like I said, [the alleged debt was] brought up quite a bit on the [NAME_8] on social media accounts, stuff like that. And then in conversation, he said that, you know, "Why don't we create an invoice for [NAME_19] and [another [NAME_10]] for the 421[000] like she did so to the other previous members of council? [ 57 ] [NAME_20] was further asked how he and [NAME_44] acted in quorum to make the Invoice decision: Q … you say you acted as a quorum with respect to the invoice. How did you act as a quorum to make this request? A To approve it -- discussions. And then to approve it, like, I can't recall if it was a text or by e-mail for quorum to proceed with the invoice. [ 58 ] The issuance of the Invoice appears to have followed a series of phone, text, and email conversations between Chief [NAME_21]. There is no evidence that [NAME_19], as an elected member of [NAME_18] Chief and Council, was notified of, or was involved in, the decision to issue the Invoice. [ 59 ] As noted in [NAME_41] , “the [Band] Council is composed of both the councillors, not just some of them, and the Chief” and “a ‘subgroup’ or a so-called ‘quorum of Council’ that operates separately from the elected band council” and “does not follow the rules for the conduct of a meeting should not be confused with what is quorum of a band” (at para 23). [ 60 ] These quotes from [NAME_41] are directly applicable to this case. Chief [NAME_21] issued the Invoice decision as a “subgroup” of Council acting outside the governing procedure of the Accountability Bylaw . As such, I find the Invoice decision also was not made with a proper quorum and therefore contrary to the Accountability Bylaw . [ 61 ] As noted in [NAME_41], democratic principles and procedural fairness require more than simply achieving minimum quorum, and a duly convened meeting requires notice of the meeting be provided to all members of council with the opportunity for all members of council to participate. None of those basic and fundamental democratic and procedural fairness principles were followed by Chief [NAME_21] in the actions taken to issue the Invoice. [ 62 ] Although the Applicant also made submissions that the invoice was in fact prepared by [NAME_45], in my view given the admissions of [NAME_20] on the circumstances surrounding the Invoice, I am satisfied that it was issued at the direction of Chief [NAME_21]. [ 63 ] Accordingly, the decision to issue the Invoice was not made according to the Accountability Bylaw and was not made in accordance with the principles of fairness. Therefore, the decision to issue the Invoice cannot be upheld as a decision made by the [NAME_18] Chief and Council and the decision is hereby quashed. [ 64 ] As I have found that the decision to issue the Invoice was not validly made by [NAME_18], I need not address the other issues raised by the Applicant regarding the allegations of bad faith on the part of Chief [NAME_21]. [ 65 ] I will however address the Applicant’s challenge to the Respondents’ characterization of the disputed amounts as a “debt.” She argues that, because the monies claimed in the Invoice are already the subject of the Alberta litigation, it is premature to claim these amounts as a “debt.” She also notes that a “debt” would disqualify her for nomination in the upcoming election, however the fact that she is a defendant in the Alberta litigation would not be disqualifying. She highlights the following in the Election Regulation : 8.3 Electors Eligible for Nomination In order to qualify for nomination, a person must: … (c) Any Elector…who has acquired a loan, salary or travel advances or other debts from the [NAME_7] or [NAME_46] as of the closing Date of Nomination shall not be eligible for Nomination; (d) Not have been found liable in civil court or pursuant to criminal proceedings in respect of any matter involving theft, fraud or misuse of property belonging to the [NAME_7] or [NAME_46]; (e) Not be a Plaintiff in a civil action against the [NAME_7]; [ 66 ] In my view, the ongoing Alberta litigation is the proper forum for this matter to be determined. The Applicant has defended the Alberta litigation and disputes that any amounts are owing. Until the resolution of the Alberta litigation, any further attempts by [NAME_18] to characterize the disputed amounts as a “debt” may give the Applicant strong arguments of bad faith. E. Remedy [ 67 ] In addition to requesting that the Invoice be quashed, [NAME_19] seeks several remedies, including: a declaration that board fees are not a debt within the meaning of the Election Regulation a mandamus order for [NAME_18] to issue a letter confirming that she does not owe a debt to [NAME_18] or a [NAME_18] entity, under subsection 8.12(c) of the Election Regulation a prohibitive order preventing the Respondents from issuing invoices on the basis of disputed claims or unliquidated debts [ 68 ] As I advised counsel at the hearing, I will confine my decision to the narrow issue of the Invoice under review. I decline to make any declaration regarding whether the amounts claimed against the Applicant are debts within the meaning of the Election Regulation. As noted above, the claim against the Applicant is more properly left to be determined in the context of the litigation currently before the [ADDRESS]. [ 69 ] For similar reasons, I also decline to grant the requested mandamus order for [NAME_18] to issue a letter confirming that she does not owe a debt to [NAME_18] or a [NAME_18] entity under the Election Regulation . [ADDRESS] cannot make a finding that [NAME_19] owes no debts to [NAME_18]. As this application only concerns the Invoice, the issue of the validity of any other amounts are beyond the issues on this judicial review application. [ 70 ] Finally, [NAME_19] seeks a prohibitive Order to prevent the Respondents from issuing a similar invoice in the future. Again, such relief is beyond the mandate of this Court on this judicial review. F. Costs [ 71 ] Despite the urging of the court that the parties come to an agreement on costs, they could not do so. [NAME_19] requests costs, either on a solicitor-client or substantial indemnity basis. The Respondents argue that any costs should be confined to the Tariff. [ 72 ] Solicitor-client costs are “very rarely granted,” usually only in circumstances where either: (1) a party’s conduct was “reprehensible, scandalous or outrageous” ; or (2) where a lawsuit was brought in the public interest ( [NAME_4] v [NAME_47] , 2019 FC 1119 at para 13, citing Quebec (Attorney General) v Lacombe , 2010 SCC 38 at para 67). [ 73 ] While the Respondents’ conduct clearly was not in line with good governance, I find it does not constitute “reprehensible, scandalous, or outrageous” behavior, and therefore fails to meet the high threshold for solicitor-client costs. “Reprehensible behavior is that deserving of censure or rebuke. Scandalous means causing general public outrage or indignation. Outrageous refers to behavior that, among other things, is deeply shocking, unacceptable, and immoral and offensive” ( [NAME_48] v [NAME_49] , FC 2013 FC 180 at para 63 [ Rouseau River ]). [ 74 ] [NAME_19] cites Rouseau River , as a case where solicitor-client costs were awarded in the context of a First Nations governance dispute. However, I do not find the conduct in Rouseau River analogous to this case. In Rouseau River , the Respondents were removed from office for failure to abide by their own laws, ignored a decision by this Court that confirmed that they could be removed from office, tried to dissolve their Band Council to avoid being removed from office, and, when that failed, concocted or relied upon a fake resolution to retain or regain power ( Rouseau River at para 64). Justice Russell found that the Respondents “knowingly flouted the rule of law in order to retain and/or regain power and knowingly created mischief that precipitated a crisis” and that this conduct met the high threshold for awarding solicitor-client costs ( Rouseau River at paras 72, 76). [ 75 ] In contrast, while the Invoice here was issued outside the procedure of [NAME_18]’s Accountability Bylaw , it is a single instance of [NAME_18]’s authority being used for political expediency. Unlike Rouseau River , in this case, the Respondents’ conduct also does not involve a disregard for a binding Federal Court decision. This case thus does not contain the same flouting of the rule of law that justified solicitor-client costs in Rouseau River . [ 76 ] I am not satisfied that this is a case where solicitor-client or substantial indemnity costs are warranted. [ 77 ] Costs awards in First Nations governance cases have tended to be awarded in the range of $2500 and $5000 ( [NAME_31] at para 19, citing [NAME_50] v [NAME_51], 2020 FC 1144 ; [NAME_53] v [NAME_54], 2022 FC 399; [NAME_56] v [NAME_57], 2021 FC 648; [NAME_58] v [NAME_59] , 2021 FC 219; [NAME_60] v [NAME_61] , 2021 FC 843; and [NAME_62] v [NAME_51], 2019 FC 898 at para 109). [ 78 ] The factors that support an award at the higher end of this range are the fact that the Respondents clearly acted contrary to good governance and [NAME_18]’s own bylaws. I also find there was some public interest in the litigation to the extent the issuance of the Invoice was an attempt to interfere with an upcoming election. [ 79 ] Given the circumstances of this case, I am awarding the Applicant lump sum costs in the all-inclusive amount of $5000 to be paid by the Respondents.

JUDGMENT IN T-758-26 THIS COURT’S

JUDGMENT is that : This judicial review is granted; The Decision of the Respondents to issue the Invoice dated January 7, 2026, to the Applicant is hereby quashed; The Applicant is entitled to lump sum costs of $5000.00 to be paid by the Respondents. blank "Ann Marie McDonald" blank Judge FEDERAL COURT SOLICITORS OF [NAME_1] : T-758-26 STYLE OF CAUSE: [NAME_2] v [NAME_6], [NAME_9] AND [NAME_14] OF HEARING : Regina, Saskatchewan DATE OF HEARING: may 11, 2026

REASONS AND

JUDGMENT : McDonald J. DATED: May 19, 2026 APPEARANCES : [NAME_63] [NAME_67] FOR THE APPLICANT [NAME_79] FOR THE RESPONDENTS SOLICITORS OF RECORD : [COMPANY_77] and Solicitors Regina, Saskatchewan FOR [COMPANY_80] and Solicitor Vancouver, British Columbia FOR THE RESPONDENTS