Bus Ass Cases Flashcards
Case ratios
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Backman v Canada [2002] SCC (property flip)
3 elements: 1) carrying on a business 2) in common 3) with a view to profit (which may be ancillary).
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Spire Freezers Ltd v Canada [2001] SCC (property flip)
the intention to profit cannot only be judged subjectiely. It must also be based on the objective evidence
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Haughton Graphics Ltd v Zivot (1986) Ont HC
individuals may form a limited partnership as limited partners within a corporation as the general partner even though they are directors of it, so long as the actions carried out by the individuals in the name of the limited partnership do not assume such control that they fall under the exception in section 17
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Nordile Holdings Ltd v Breckenridge (1992) BCCA
express specification of the capacity of the limited partners can override the statute
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Central Mortgage & Housing Corp v Graham (1973)
There must be: a contribution by the parties of money, property, effort, knowledge, skill or other asset to a common undertaking; a joint propoerty interest in the subject matter of the venture, a right of mutual control or management of the enterprise, expectation of profit, or the presence of adventure, a right to participate in the profits, and usually a limitation of the objective to a single undertaking (CIMPL)
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Bramalea Ltd v 620923 Ontario Inc (1992) OR
each case must be determined on its facts; where there is no intention to unite resources, and no shared control, there is no joint venture
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Blue Line Hockey Acquisition Co Inc. v Orca Bay Hockey Ltd. Partnership (2008) BCSC
a fiduciary duty between joint venturers is not presumptive, the elements of a fiduciary relationship are: 1) the fiduciary has scope for the exercise of some discretion or power, 2) the fiduciary can unilaterally exercise that poer or discretion so as to affect the beneficiary’s legal or practical interests 3) the beneficiary is peculiarly vulnerable or at the mercy of the fiduciary holding the discretion or power
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Saloman v Saloman & Co (1896) HL
where one person incorporates and is the sole shareholder, there is still a corporation and that person still enjoys limited liability. The corporation is a separate legal entity.
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Lee v Lee’s Air Farming Ltd (1960) New Zealand
a person can act in dual roles in a company, as a sole governing director and an ameployee. Look for a contract of service vs a contract for services
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R v Marquand (1972) BCCA
the distinction between a sole governing director and a company as a separate legal entity means that a sole governing director can still be guilty of theft from his own company
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R v CIP Inc (1992) SCC
whether or not a corporate entity can invoke a Charter right will dpend on whether it can establish that it has an interest falling within the scope of the gurantee and one which accords with the purpose of that provision. A corporation as a legit interest in being tried within a reasonable time.
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De Salaberry Realties v MNR (1974) Fed CA
it may be appropriate for a court to pierce the corporate veil in certain cases of fraud, contravention of law or public wrong, if it is found that the company is indistinguishable from its affiliates. For evidentiary purposes
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Covert v Minister of Finance NS (1980) SCC
where the parent and subsidiary companies are in such a relationship that they are indistinguishable and one is a ere conduit, the corporate veil may be lifted to rectify tax evasion
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DHN Food Distributors Ltd v Tower Hamlets London Borough Council (1976) CA
the treatment of companies as a group can also be beneficial when it comes to compensation for loss of land owned by the subsidiary but used by the parent
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Adams v Cape Industries (1991) CA
a group of incorporated companies is allowed to so structure itself so that the liability for certain acitvities falls upon a subsidiary
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Kosmopolous v Constitution Insurance Co (1987) SCC
the corporate veil will not be lifted simply in the name of equity for a sole shareholder who will otherwise not be deemed to have insurable interest in the assets of the company
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Transamerica Life Insurance v Canadian Life Assurance (1996) Ont
just and equitable is not a test for lifting the corporate veil
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Walkovsky v Carlton (1996) NYCA
the corporate veil may not be lifted if the action, had it been carried out by a sole proprieter would not have been fraudulent, because it should not become fraudulent because it is done through several small companies
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Lynch v Segal (2006) ONCA
the test for lifting the corporate veil in the family law context is that the corporations in question are completely controlled by one spouse, for that spouse’s benefit and there are no third parties involved
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R v Bata Induestries (1992) Ont
when determining statutory liability of directors for a company’s actions contrary to environmental law, look to the indvidual degree of authority and responsibility for health and safety issues, and evidence of their due dilligence
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Bazley v Curry (1998) SCC
the fundamental qestion is whether the wrongful act is sufficiently related to the conduct authorized by the employer, and subsidiary factors may be considered
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Sullivan v Desrosiers (1986) NBCA
principal shareholders can be liable for tortious actions even though it is their company committeing them, when it is clear that the individual’s actions caused the tort. May only be applicable for intentional torts.
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Canadian Dredge & Dock Company v R (1985 SCC
the identification doctrine only operates where the crown demonstrates that the action taken by the directing mind was within the field of operation assigned to him, was not totally in fraud of the corporation, and was by design or result partly for the benefit of the company
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The Rhone v The Widener (1993)
for identification theory, the court must identify the actions which substantiate a labeling of the directing mind, and determine whether that individual had those actions within the scope of his assigned employment
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Muljo v Sunwest Projects Ltd (1991) BCCA
common shareholders receive rateable distribution upon winding up, regardless of their individual differences in paid up capital
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McClurg v Canada (1990) SCC
a discretionary dividend clause is sufficient to rebut the repsumption of shareholder equality
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Re Canada Tea Co (1959) Ont
arrear dividends on preferential shares don’t hold priority over common shareholders in winding up asset distribution