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Legal Blog:
Feb
01
2006
Disclosure
Under sections 140-146 of the Business Corporations Act, a corporation must keep specified records. Shareholders have a right to audited statements and to various other basic corporate records, such as a list of directors, articles of incorporation, and minutes of meetings. Directors are entitled to far more information, including detailed financial information. Can a shareholder get more financial information than yearly audited statements? This question was discussed in Thomas v. Thomas Health Care Corp. [2005] O.J. No. 975 (S.C.J.).
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01
2006
Penalty
Lawyers, particularly long-in-the-tooth lawyers like us, have known from the time of their first contracts course that penalty clauses, usually for liquidated damages, are unenforceable. They are penalty clauses if there was no genuine attempt to estimate the possible damages from a breach. The clauses are used as a payment threat being held over the head of the other party to ensure that that it does not breach the contract. Could it be that our knowledge is now dated and incorrect? The case of Peachtree II Associates-Dallas LP v. 857486 Ontario Ltd. (2005), 76 O.R. (3d) 362 (C.A.) answers that question – sort of.
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01
2006
Trust
A trustee in bankruptcy or an execution creditor wants to increase the pie to be applied to the debt. Sometimes, however, some of the assets are not what they seem to be. This was demonstrated in Kajtar (trustee of) v. Bannerman, a 2005 decision of the Ontario Superior Court of Justice.
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01
2006
Guile
When debtors start to feel the breath of their creditors on their necks, they often do foolish things. For example, they convey their property to someone else, usually their spouse, to frustrate the attempts of their creditors to collect their debts. Usually, they are caught; sometimes, they are not. However, the debtors almost invariably act surreptitiously; they do not advertise what is being done. Accordingly, the case of Chan v. Stanwood, a 2002 British Columbia Court of Appeal decision that just came to our attention, rather surprised us.
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