Achilles Motors Ltd. v. 1717222 Ontario Inc. et al., (2014) 315 O.A.C. 397 (CA)

• Judge: Hoy, A.C.J.O., LaForme and Pardu, JJ.A.
• Court: Court of Appeal (Ontario)
• Case Date: February 13, 2014
• Jurisdiction: Ontario
• Citations: (2014), 315 O.A.C. 397 (CA);2014 ONCA 139

Achilles Motors v. 1717222 Ont. (2014), 315 O.A.C. 397 (CA)

MLB headnote and full text

Temp. Cite: [2014] O.A.C. TBEd. FE.020

Achilles Motors Limited (appellant) v. 1717222 Ontario Inc. and Nucorp Realty Ltd. Brokerage (respondents)

(C57401; 2014 ONCA 139)

Indexed As: Achilles Motors Ltd. v. 1717222 Ontario Inc. et al.

Ontario Court of Appeal

Hoy, A.C.J.O., LaForme and Pardu, JJ.A.

February 24, 2014.

Summary:

The appellant applied for: (1) a declaration that an agreement of purchase and sale entered into after the respondent 1717222 Ontario Inc. had been dissolved, and before it had been revived, was void; and (2) the forfeiture and delivery to the appellant of the $100,000 deposit held by the respondent real estate agent, Nucorp Realty Ltd. Brokerage. The application was dismissed. The appellant appealed. The appellant argued that the application judge erred in concluding that the revival of 1717222 under s. 241(5) of the Business Corporations Act was retroactive in effect, and the agreement of purchase and sale was therefore enforceable.

The Ontario Court of Appeal dismissed the appeal.

Company Law - Topic 9265

Dissolution, surrender or forfeiture of charter - Effect of restoration (after dissolution) of corporate status - Re contracts - The appellant applied for: (1) a declaration that an agreement of purchase and sale entered into after the respondent 1717222 Ontario Inc. had been dissolved, and before it had been revived, was void; and (2) the forfeiture and delivery to the appellant of the $100,000 deposit held by the respondent real estate agent, Nucorp Realty Ltd. Brokerage - The application was dismissed - The appellant appealed - The appellant argued that the application judge erred in concluding that the revival of 1717222 under s. 241(5) of the Ontario Business Corporations Act (OBCA) was retroactive in effect, and the agreement of purchase and sale was therefore enforceable - The Ontario Court of Appeal dismissed the appeal - The court stated that "This court's decision in Zangelo that the revival provision in s. 240(4) of the earlier version of the OBCA is retroactive in effect remains the law, and supports the conclusion that s. 241(5) is retroactive in effect".

Statutes - Topic 6701

Operation and effect - Commencement, duration and repeal - Retrospective and rectroactive enactments - General - [See Company Law - Topic 9265 ].

Cases Noticed:

Zangelo Investments Ltd. v. Glasford State Inc. (1988), 63 O.R.(2d) 542 (C.A.), folld. [para. 5].

Swale Investments Ltd. et al. v. National Bank of Greece (Canada) (1997), 51 O.T.C. 144; 37 B.L.R.(2d) 324 (Gen. Div.), disagreed with [para. 11].

Swale Investments Ltd. et al. v. National Bank of Greece (Canada), [1998] O.A.C. Uned. 539 (C.A.), refd to. [para. 11].

Statutes Noticed:

Business Corporations Act, R.S.O. 1990, c. B-16, sect. 241(5) [para. 8].

Counsel:

Charles Baker, for the appellant;

William C. McDowell and Lindsay N. Beck, for the respondents.

This appeal was heard on February 13, 2014, before Hoy, A.C.J.O., LaForme and Pardu, JJ.A., of the Ontario Court of Appeal. The Court of Appeal delivered the following endorsement on February 24, 2014.