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  • Corporate Law accounts for 7 out of 812 casebriefs.

Style of causeRatio

Boucher v Kennedy, [1999] OJ No 3482 (ON CA)

All uses of an opportunity outside the corporation are not necessarily a breach of fiduciary duty. If the opportunity is unconnected with the business of the corporation, the senior employee does not have to offer it to the corporation.

Canadian Aero v O'Malley, [1974] SCR 592

A fiduciary (director or officer of the corporation) cannot use opportunities acquired from their position as a fiduciary to compete with the corporation.

This is an exception to the general rule that Directors and Officers can leave a corporation and subsequently do competing business (Metropolitan Commercial Carpet Centre v Donovan)

Metropolitan Commercial Carpet Centre Ltd v Donovan (1989), 91 NSR (2d) 99 (NS TD)

General rule: Directors and Officers can leave a corporation and subsequently do competing business.

The common law protects the right to apply one’s skills and pursue professions
** you have the right to put your skills to the best possible use

Pizza Pizza Ltd v Gillespie (1990), 75 OR (2d) 225, 33 CPR (3d) 515

A former fiduciary (director or officer of a corporation) cannot use confidential information for their personal benefit.

This is an exception to the general rule that Directors and Officers can leave a corporation and subsequently do competing business (Metropolitan Commercial Carpet Centre v Donovan)

Re Thompson, [1930] 1 Ch 203

Competition by a director or officer of a corporation is not permissible when their fiduciary relationship subsists.

This is an exception to the general rule that Directors and Officers can leave a corporation and subsequently do competing business (Metropolitan Commercial Carpet Centre v Donovan)

Rockwell Developments Ltd v Newtonbrook Plaza Ltd, [1972] 3 OR 199, 27 DLR (3d) 651 (Ont CA).

"The use of a "one man company" for the carrying on of business transactions, authoritatively recognized and expressed in Salomon v Salomon & Co., [1897] AC 22, and the correlative propositions that the property of the company is distinct from that of its members, and its transactions create legal rights and obligations vested in the company itself as opposed to its members, continue today."

Transamerica Life Insurance Co. of Canada v Canada Life Assurance Co. (1996) 28 OR (3d) 423 (Ont. Gen Div.), affirmed, [1997] OJ No 3754 (Ont CA).

Corporations are separate legal persons from the persons that run them. Courts may only disregard this principle in very limited circumstances, one of those being 'doing justice between the parties'. This would require activities akin to fraud.