A decision of the Alberta Court of King’s Bench, Maiani v C-Jazz, released on March 11, 2026, provides a cautionary tale about governance failures, public communications, and the legal risks that can follow. The case illustrates how internal disputes arising from organizational challenges can lead to legal exposure for directors of charities and non-profit organizations in Canada, particularly where public statements of a potentially defamatory nature are involved.
The plaintiff, Patrick Maiani (“Plaintiff”), served as the Executive Director of the Calgary Jazz Association (“C-Jazz”) which organized the Calgary Jazz Festival (the “Festival”) until it was cancelled in 2010. Following the cancellation of the 2010 Calgary Jazz Festival, the defendants, Richard Sherry, Interim President of C-Jazz, and John Bell, a Director of C-Jazz (“Defendants”), made various statements to the media directly or indirectly identifying Mr. Maiani, and attributing the cancellation of the Calgary Jazz Festival to Mr. Maiani’s alleged “financial mismanagement,” “unaccountability,” and “refusal to cooperate”.
The Court examined whether these statements met the three-part test for defamation:
- The words complained of were published, meaning that they were communicated to at least one person other than the plaintiff;
- The words complained of referred to the plaintiff; and
- The impugned words were defamatory, in the sense that they would tend to lower the plaintiff’s reputation in the eyes of a reasonable person.
The Court noted that while truth is a defence to defamation, the Defendants bear the burden of showing that statements are substantially true. However, since the Defendants did not attend trial, Mr. Maiani was only required to satisfy the three-part test for defamation. The Court held that the decision of the Defendants to pin the cancellation of the 2010 Calgary Jazz Festival on Mr. Maiani was “cowardly” and their statements were defamatory. The Court’s other findings included that the Defendants “made their statements to media outlets knowing or intending that they would be published”, that these statements “deflected blame from themselves and the other members of the Board of Directors and scapegoated Mr. Maiani” and that the said statements would “tend to lower Mr. Maiani’s reputation in the eyes of a reasonable person”.
The Court also noted that evidence presented by the Plaintiff at trial revealed that C-Jazz lost its charitable registration because the board failed to file required financial reporting on time, a task that was the specific responsibility of Mr. Bell, in his earlier role as Vice-President of C-Jazz, and not the responsibility of the Plaintiff as the Executive Director. This loss of charitable status led to a loss of anticipated funding of about $60,000 or more in revenue, which then exacerbated C-Jazz’s existing financial troubles.
In addition, the Court noted that Mr. Maiani had provided a comprehensive Executive Director’s Report months before the 2010 Festival, addressing fundraising, the budget, staff issues, the need for an audit, sponsorship arrangements and grant applications, and the preliminary line-up for the 2010 Calgary Jazz Festival. This was contrary to claims made by the Defendants in public statements that Mr. Maiani only provided details about expenses and cash flow required for the 2010 festival only two days before the Festival was cancelled.
The Court concluded that the cancellation of the Festival was a “collective failure” and emphasized that “the buck stops with the Board of Directors,” who are legally responsible for supervising C-Jazz’s operations and maintaining control of its finances. The Court noted that “[i]f the Board of Directors did not understand what Mr. Maiani was doing despite his thorough April 5, 2010 report, it was their obligation to take charge of the situation long before it became catastrophic”.
The legal consequences of the Court’s decision in this matter are noteworthy. The Defendants were held liable for $50,000 in general damages. Due to what the Court described as “deplorable” litigation conduct, including failing to appear at trial and refusing to provide addresses for service, the Defendants were held liable for an additional $50,000 in costs.
The decision highlights the role of boards of directors of charities and not-for-profits to oversee organizational activities, including financial management and compliance. Even where operational responsibilities are delegated to senior management and staff, it is imperative that boards of directors retain ultimate responsibility for governance and oversight of their organizations.
In this case, C-Jazz’s loss of charitable status due to missed financial reporting deadlines had serious operational and financial consequences, including the loss of anticipated fundraising opportunities and ultimately contributed to the 2010 Festival’s cancellation and the subsequent winding up of the organization. This underscores the importance for registered charities to set up and maintain systems to ensure timely and accurate regulatory filings.
This decision also illustrates that statements made by directors or representatives of an organization to the media may carry legal implications, particularly where they relate to current or former employees and are later found to be inaccurate. Accordingly, charities and not-for-profits in Canada may wish to consider:
- Establishing clear protocols for all external communications about their organization;
- Ensuring that public statements are based on verified information; and
- Seeking legal and public relations advice where potentially sensitive issues are involved, particularly in emergency or crisis situations.