Legal Blog

Corporate Name

2153801 Ontario Ltd v. Chijindu Ont 2017 Ont Div Ct

Contract referenced name and style of contractor, but not correct corporate name. The court acknowledged section 10(5) of the Business Corporations Act requiring a corporation to set out its correct name in all contracts and invoices, but noted that section 7(3) of the Business Names Act stated that no contract was voidable merely because it was entered into by a person who was in contravention of the Act at the time the contract was made. The only real question was whether the failure to include the corporate name misled the other party to the contract or caused him to take steps he would not otherwise have taken. In this case, the trial judge found that the owner knew that the corporation and the name and style were one and the same and that the owner was not misled or prejudiced by the fact that the correct corporate name was not specifically referred to in the contract. The court dismissed the appeal.

Written by Jonathan Speigel Jonathan Speigel, the founding partner of Speigel Nichols Fox LLP, leads the litigation and construction practices.