Category: Corporate / Commercial

Cases Considered: Devon Canada Corporation v. PE-Pittsfield, LLC, 2008 ABCA 393.

PDF Version: Limited Partnerships: Devon Canada Corporation v. PE-Pittsfield, LLC

In Devon Canada Corporation v. PE-Pittsfield, LLC, the Alberta Court of Appeal clarified the law respecting foreign limited partnerships and discovery of limited partners in two respects. First, it determined that limited partners cannot be examined when the limited partnership is named as a defendant in an action. Second, it determined that a foreign, unregistered limited partnership has the same rights and obligations of a limited partnership under Alberta law.

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Cases Considered: Hi Hotel Limited Partnership v. Holiday Hospitality Franchising Inc., 2008 ABCA 276

PDF Version:  “Not Just Pious Passages”: The Disclosure Requirements of the Franchises Act

In this Court of Appeal decision, three of Alberta’s most experienced justices determined that the disclosure requirements of the Franchises Act, R.S.A. 2000, c. F-23 were indeed required and that “must” meant “must.” The Franchises Act gives franchisees a right to accurate and complete information about franchisors and franchises and backs up that right with the remedy of rescission. The reserved reasons for judgment of Madam Justice Elizabeth McFadyen, concurred in by Madam Justice Carole Conrad, are a restrained seventeen paragraphs long (including statements of the relevant facts and applicable statutory provisions). The much lengthier reserved reasons for judgment of Mr. Justice Jean Côté are a tour de force, providing a thorough review of the policies behind the laws requiring disclosure in the franchising context and thus much fodder for arguments by counsel in future cases. In the end, both sets of reasons recognize the exclusively statutory nature of franchisors’ obligations and franchisees’ remedies.

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Cases Considered: Apex Corporation v Ceco Developments Ltd., 2008 ABCA 125

PDF Version:  An Equity Rationale for the Enforcement of the Corporate Veil?: The Alberta Court of Appeal Considers a Joint Venture Agreement in the Shadow of Corporate Reorganization 

Common law courts have demonstrated a willingness to ‘pierce the corporate veil’ in circumstances when upholding the assumption of separate corporate legal identity would, for example: endorse an instrument that appears simply a sham; would permit for behaviour “akin to fraud”(Gilford Motor Company Ltd. v. Horne, [1933] Ch. 935 (C.A.)); or lead to a result “too flagrantly opposed to justice”(Kosmopolous v. Constitution Insurance Co. of Canada [1987] 1 S.C.R. 2). This latter language of justice, authored by Madame Justice Bertha Wilson, in particular signals a potential equitable limit to the invocation of separate corporate legal identity. And so while there are rare, if established, instances for piercing the corporate veil based upon justice concerns, the instances of an equitable enforcement of corporate personality are rarer still, and indeed may be difficult to conceive of. Involved would be a court enforcement of separate legal entity despite the claims of a corporation’s ownership. Yet, just such a curious result occurred in the Alberta Court of Appeal’s recent decision in Apex Corporation v. Ceco Developments Ltd. (per Justice Jean Côté, Justices Ellen Picard and Peter Martin concurring).

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