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Legal Blog:
Dec
01
2000
No principal
A purchaser entered into an agreement in his own name in trust. The purchaser intended to assign the agreement to his corporation (“Holdco”) and the vendor knew this. The purchaser also knew that, although Holdco had existed as an Alberta corporation, it had been dissolved. The agreement did not close, because the purchaser could not come up with the purchase price. After tender, the purchaser incorporated Holdco in Ontario. Was the purchaser personally liable? These are the basic facts in 1080409 Ontario Ltd. v. Hunter (2000), 50 O.R. (3d) 145 (S.C.J.).
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01
2000
Seal of Approval
The seal keeps raising its ugly head. Without a doubt, all lawyers understand that the affixing of a seal renders a document enforceable without the necessity of showing consideration. Many would also know that a seal may convert a simple contract into a specialty, resulting in a longer limitation period. However, there are three other effects of a seal, one of which is very important. It was discussed in Friedmann Equity Developments Inc. v. Final Note, [2000] S.C.R. 842.
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