Africentric Learning Institute of Nova Scotia Inc. v. Registry of Joint Stock Companies et al., (2014) 350 N.S.R.(2d) 294 (SC)

• Judge: LeBlanc, J.
• Court: Supreme Court of Nova Scotia (Canada)
• Case Date: May 05, 2014
• Jurisdiction: Nova Scotia
• Citations: (2014), 350 N.S.R.(2d) 294 (SC);2014 NSSC 319

Africentric Learning Inst. v. Joint Stock Co. (2014), 350 N.S.R.(2d) 294 (SC);

    1105 A.P.R. 294

MLB headnote and full text

Temp. Cite: [2014] N.S.R.(2d) TBEd. AU.040

Africentric Learning Institute of Nova Scotia Inc. (applicant) v. Registry of Joint Stock Companies and Delmore Buddy Daye Africentric Learning Institute Inc. (respondents)

(Hfx. No. 418197; 2014 NSSC 319)

Indexed As: Africentric Learning Institute of Nova Scotia Inc. v. Registry of Joint Stock Companies et al.

Nova Scotia Supreme Court

LeBlanc, J.

August 28, 2014.

Summary:

The Africentric Learning Institute of Nova Scotia applied for judicial review of a decision of the Registrar of Joint Stock Companies which refused to direct a name change for the Delmore Buddy Daye Africentric Learning Institute (DBDALI) under s. 16 of the Companies Act (N.S.) (similarity to an existing entity).

The Nova Scotia Supreme Court allowed the application. The court quashed the decision on the basis of a reasonable apprehension of bias. Alternatively, the court would have quashed the decision on the basis that it was unreasonable. The court ordered the Registrar to direct DBDALI to change its name.

Administrative Law - Topic 2088

Natural justice - Constitution of board or tribunal (considerations incl. bias) - Bias - Apprehension of - The Africentric Learning Institute of Nova Scotia (ALI) applied for judicial review of a decision of the Registrar of Joint Stock Companies which refused to direct a name change for the Delmore Buddy Daye Africentric Learning Institute (DBDALI) under s. 16 of the Companies Act (N.S.) (similarity to an existing entity) - ALI was funded by the Nova Scotia Department of Education, but the Department wanted ALI to have the name DBDALI - The Nova Scotia Supreme Court quashed the decision on the basis, inter alia, of a reasonable apprehension of bias - The Registrar apparently saw no need to consult ALI despite her knowledge that ALI and DBDALI were involved in a dispute and that DBDALI, according to Mr. Ash of the Department, was attempting to "take over" ALI's operations - The reasonable person, considering: (1) the Registrar's comment that she was willing to deviate from normal practice and meet with Ash because of the Department's involvement in the matter, (2) her subsequent meeting with Ash, (3) her decision not to consult with or obtain ALI's consent before deciding the issue, (4) the reversal of her previous decision shortly after the meeting, and (5) the speed with which the official Certificate of Name Change was issued to DBDALI, would be left with the impression that the Registry applied s. 16 of the Act differently to private companies that were closely aligned with government departments than to those without such associations - See paragraphs 40 to 55.

Administrative Law - Topic 2100

Natural justice - Constitution of board or tribunal (considerations incl. bias) - Practice and remedies - [See Company Law - Topic 65 ].

Administrative Law - Topic 3202

Judicial review - General - Scope or standard of review - The Africentric Learning Institute of Nova Scotia applied for judicial review of a decision of the Registrar of Joint Stock Companies which refused to direct a name change for the Delmore Buddy Daye Africentric Learning Institute under s. 16 of the Companies Act (N.S.) (similarity to an existing entity) - The Nova Scotia Supreme Court determined that the applicable standard of review was reasonableness - The Registrar was interpreting and applying her home statute; there were no constitutional or jurisdictional issues, no conflict or overlap between two tribunals; and the question was not one of general law of central importance to the legal system and outside the Registrar's specialized area of expertise - See paragraphs 36 to 39.

Administrative Law - Topic 3214

Judicial review - General - Remedies - [See Company Law - Topic 65 ].

Administrative Law - Topic 9102

Boards and tribunals - Judicial review - Standard of review - [See Administrative Law - Topic 3202 ].

Company Law - Topic 64

Names - Prohibition against similar names - The Africentric Learning Institute of Nova Scotia (ALI) applied for judicial review of a decision of the Registrar of Joint Stock Companies which refused to direct a name change for the Delmore Buddy Daye Africentric Learning Institute (DBDALI) under s. 16 of the Companies Act (N.S.) (similarity to an existing entity) - ALI was funded by the Nova Scotia Department of Education, but the Department wanted ALI to have the name DBDALI - The Registrar argued that the decision to allow the DBDALI name should not be characterized as a reversal of an earlier decision by the Registrar to reject the name, rather the initial decision to reject the DBDALI name was an internal or informal administrative decision made by Registry staff - The Nova Scotia Supreme Court disagreed - First, there was nothing internal or informal about the letter - It was prepared on Registry letterhead, signed by Ms. Edwards on the Registry's behalf, and sent to Mr. Ash of the Department of Education - A reasonable person receiving this letter would consider it to be a formal, binding decision - Further, the situation was clearly unusual, and neither Edwards nor Ms. Pauls of the Registry was comfortable responding to Ash's name reservation request without explicit direction from the Registrar - See paragraphs 49 to 52.

Company Law - Topic 65

Names - Direction to change name - The Africentric Learning Institute of Nova Scotia (ALI) applied for judicial review of a decision of the Registrar of Joint Stock Companies which refused to direct a name change for the Delmore Buddy Daye Africentric Learning Institute (DBDALI) under s. 16 of the Companies Act (N.S.) (similarity to an existing entity) - The Nova Scotia Supreme Court quashed the decision on the basis of a reasonable apprehension of bias - Alternatively, the court quashed the decision for unreasonableness - As the concern here was that one company would be confused with the other, the Registrar was required to consider contextual factors when deciding whether to direct DBDALI to change its name - The Registrar limited her analysis to a purely textual comparison of the names DBDALI and ALI - The Registrar conducted a superficial and unreasonable analysis - She applied the wrong standard, one that apparently required a greater than 50% tally of identical words in the business names and evidence of actual deception - If the Registrar had considered the contextual factors when performing the textual analysis to determine whether there was a probability of deception, the only reasonable conclusion would have been that there was - The ordinary remedy on judicial review was to quash the administrative decision-maker's decision and remit the matter back for reconsideration - However, where a reasonable apprehension of bias had been found on the Registrar's part, and there was no alternate decision-maker available to reconsider the decision, this remedy was clearly inappropriate - The court ordered the Registrar to direct DBDALI to change its name - See paragraphs 57 to 86.

Company Law - Topic 68

Names - Judicial review or appeals - [See Administrative Law - Topic 2088 and Administrative Law - Topic 3202 ].

Company Law - Topic 1170

Incorporation and organization - Name of corporation - Registration - Review of registrar's decision - [See Administrative Law - Topic 2088 , Administrative Law - Topic 3202 and Company Law - Topic 64 ].

Company Law - Topic 1171

Incorporation and organization - Name of corporation - Change of name - Confusion or similarity - [See Administrative Law - Topic 2088 and Company Law - Topic 65 ].

Cases Noticed:

Newfoundland Telephone Co. v. Board of Commissioners of Public Utilities (Nfld.), [1992] 1 S.C.R. 623; 134 N.R. 241; 95 Nfld. & P.E.I.R. 271; 301 A.P.R. 271, refd to. [para. 36].

Bowater Mersey Paper Co. v. Communications, Energy and Paperworkers Union of Canada, Local 141 (2010), 289 N.S.R.(2d) 351; 916 A.P.R. 351; 2010 NSCA 19, refd to. [para. 36].

Friesen (Brian Neil) Dental Corp. et al. v. Director of Companies Office (Man.) et al. (2011), 262 Man.R.(2d) 197; 507 W.A.C. 197; 2011 MBCA 20, refd to. [para. 37].

Alliance Pipeline Ltd. v. Smith, [2011] 1 S.C.R. 160; 412 N.R. 66; 2011 SCC 7, refd to. [para. 37].

R. v. R.D.S., [1997] 3 S.C.R. 484; 218 N.R. 1; 161 N.S.R.(2d) 241; 477 A.P.R. 241, refd to. [para. 40].

Canadian College of Business and Computers Inc. et al. v. Superintendent Under the Private Career Colleges Act (2010), 272 O.A.C. 177; 2010 ONCA 856, refd to. [para. 41].

IMP Group International Inc. v. Nova Scotia (Attorney General) (2013), 336 N.S.R.(2d) 188; 1063 A.P.R. 188; 2013 NSSC 332, refd to. [para. 42].

New Brunswick (Board of Management) v. Dunsmuir, [2008] 1 S.C.R. 190; 372 N.R. 1; 329 N.B.R.(2d) 1; 844 A.P.R. 1; 2008 SCC 9, refd to. [para. 58].

Newfoundland and Labrador Nurses' Union v. Newfoundland and Labrador (Treasury Board) et al., [2011] 3 S.C.R. 708; 424 N.R. 220; 317 Nfld. & P.E.I.R. 340; 986 A.P.R. 340; 2011 SCC 62, refd to. [para. 59].

Dorset Seafoods Ltd. v. Dorset Fisheries Ltd. - see Dorset Seafoods Ltd. v. Registrar of Companies.

Dorset Seafoods Ltd. v. Registrar of Companies (1987), 64 Nfld. & P.E.I.R. 234; 197 A.P.R. 234; 1987 CarswellNfld 62 (Nfld. T.D.), appld. [para. 70].

CC Chemicals Ltd., Re, [1967] 2 O.R. 248; 1967 CarswellOnt 37, appld. [para. 71].

Canadian Motorways Ltd. v. Laidlaw Motorways Ltd., [1974] S.C.R. 675, appld. [para. 71].

Giguère v. Chambre des notaires du Québec, [2004] 1 S.C.R. 3; 315 N.R. 346; 2004 SCC 1, refd to. [para. 85].

Telus Communications Inc. v. Telecommunications Workers Union, [2014] A.J. No. 630; 2014 ABCA 199, refd to. [para. 85].

Pictou Landing Band Council et al. v. Canada (Attorney General) (2013), 430 F.T.R. 141; 2013 FC 342, refd to. [para. 85].

Statutes Noticed:

Companies Act, R.S.N.S. 1989, c. 81, sect. 16 [para. 4].

Authors and Works Noticed:

Brown, D.J.M., and Evans, J.M., Judicial Review of Administrative Action in Canada (Looseleaf), p. 6-63 [para. 42].

Counsel:

Sheree Conlon and Ian Breneman, for the applicant;

Edward Gores, Q.C., for the respondent, Registrar of Joint Stock Companies;

Lauren A. Grant, for the respondent, Delmore Buddy Daye Africentric Learning Institute.

This application was heard on May 5, 2014, in Halifax, Nova Scotia, by LeBlanc, J., of the Nova Scotia Supreme Court, who delivered the following decision on August 28, 2014.