Is an “Agreement to Agree” Enforceable?
It is a general rule of contractual law in Ontario that a contract is formed when two parties have a “meeting of the minds” – that is, when they have simultaneously agreed to a contract involving the mutual exchange of something of value (called “consideration”). A contract does not have to be in writing to […]
Personal Liability for Corporate Misconduct
In what circumstances will courts “pierce the corporate veil” to hold those who control a corporation personally liable for corporate conduct? Since the 19th century the principle that a corporation is a distinct legal person from its shareholders has been the foundation of corporate law in Canada. Separate corporate personhood is the main reason that […]
Corporate Directors – The Duty of Care
What is the standard of competence that directors must meet in carrying out their duties? Serving as a corporate director in a corporation governed by the Canada Business Corporations Act (“CBCA”) imposes various duties on an individual. Such duties include a duty to manage, a fiduciary duty, and an obligation to disclose conflicts of interest. Among these duties, section 122(1)(b) […]
