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Reconciling R. v. Fitzpatrick’s Fuel Ltd. with Rhone v. The Peter A.B. Widener
At first blush, it certainly seems that the decision in R. v. Fitzpatrick’s Fuel Ltd. is inconsistent with the Rhone v. The Peter A.B. Widener. The court in Fitzpatrick’s Fuel considered the guidelines established in R v McNamara to determine whether the conduct of the employee should be attributable to the company. These were that the conduct was: (a) within the […]
Section 33 – Say what?
Restricted businesses and powers (1) A company must not (a) carry on any business or exercise any power that it is restricted by its memorandum or articles from carrying on or exercising, or (b) exercise any of its powers in a manner inconsistent with those restrictions in its memorandum or articles. (2) No act of a company, including a […]
BCBCA s. 33
In CDEF v Canadian Pickles Iacobucci J stated that “the general abolition of the doctrine of ultra vires is in accordance with sound policy and common sense”, because the original purpose of the doctrine (to protect creditors) had been largely frustrated. Section 33(2) abolishes the doctrine of ultra vires for corporations incorporated under the BCBCA. […]
Class 13: Corporate Purpose & Fiduciary Duties
Video (including exciting fire alarm footage), plus slides, below… 😉 jon
Discussion Activity 5.1: Reconciling R v. Fitzpatrick’s Fuel and The Rhône
While at first glance it seemed to me that the judgments from these two cases were irreconcilable, I have come to find some distinctions between them which may ultimately hold little weight, but are, in my opinion, nonetheless interesting and noteworthy in assessing the question of the particular point at which an employee ought to […]
Unit 5: Applying Lord Hoffman’s Analysis to The Rhone and Fitzpatrick’s Fuel
If I’m understanding Lord Hoffman’s judgment correctly, he is arguing that our focus on the analogy of the “directing mind” obscures its true purpose, which is to identify the person designated by the relevant attribution rule as liable. As “the question is one of construction rather than metaphysics” (para 22), we need to derive the attribution […]
Class 12: Corporate Personhood – Some Specific Issues & Problems (Part 3)
The final part of the trilogy in video & slides… jon
Discussion 5.1: Reconciling Rhone and R v Fitzpatrick’s
In my opinion, the decisions in Rhone and Fitzpatrick’s are not reconcilable. In Rhone the court lays out that “the key factor which distinguishes directing minds of normal employees is the capacity to exercise decision-making authority on matter of corporate policy, rather than merely to give effect to such policy on an operational basis”. The […]
Class 11: Corporate Personhood – Some Specific Issues & Problems (Part 2)
Video and slides below. The video is slightly truncated because the recording time was accidentally set for a class different from ours. That said, in substantive terms only one major case is missing and I was going to try and synthesize the lessons of that one (Pocklington) at the beginning of next class anyways… jon
Class 10: Resources & Principles of Unit 5 Relevant to Assignment 1
Slides from special class on assignment 1 preparation below…. jon