Alberta v. Ronsdale Construction Inc., Harrison, Lennox and Lonsdale, (1984) 58 A.R. 115 (QBM)

• Court: Court of Queen's Bench of Alberta (Canada)
• Case Date: November 19, 1984
• Citations: (1984), 58 A.R. 115 (QBM)

Alta. v. Ronsdale Constr. Inc. (1984), 58 A.R. 115 (QBM)

MLB headnote and full text

Alberta v. Ronsdale Construction Inc., Harrison, Lennox and Lonsdale

(No. 8403-16766)

Indexed As: Alberta v. Ronsdale Construction Inc., Harrison, Lennox and Lonsdale

Alberta Court of Queen's Bench

Judicial District of Edmonton

Funduk, Master in Chambers

November 19, 1984.

Summary:

The province applied for summary judgment against a guarantor of a loan made by the province to the defendant company. The guarantor submitted that the guarantee was unenforceable because of, inter alia, non-compliance with certain provisions of the Guarantees Acknowledgment Act.

The Alberta Court of Queen's Bench granted summary judgment. The court held that, since the notarial certificate accompanying the guarantee was complete and regular on its face, s. 5 of the Act precluded the guarantor from raising non-compliance with the Act as a defence.

Company Law - Topic 5241

Borrowing - Power to borrow - Borrowing resolution - A Master of the Alberta Court of Queen's Bench held that a borrowing resolution that was passed prior to a certificate of continuance under the Business Corporations Act (Alta.) did not have to be passed again upon obtaining the certificate - See paragraph 29.

Guarantee and Indemnity - Topic 180

The contract - Form - Notarial certificate - Regularity of - A Master of the Alberta Court of Queen's Bench held that pursuant to s. 5 of the Guarantees Acknowledgment Act "parol evidence is admissible to contradict a 'substantially complete and regular on the face of it' notarial certificate only when the guarantor alleges that the certificate was not accepted in good faith by the creditor in that the creditor knew, or had reason to believe, that the Act was not complied with" - The court stated that the allegation could not be made baldly, but must be supported by some evidence - See paragraphs 32 to 92.

Guarantee and Indemnity - Topic 2509

Discharge and other defences of surety - Gratuitous guarantee - Effect of - A Master of the Alberta Court of Queen's Bench stated that a guarantee given gratuitously, where the creditor did not require it as a condition of the loan, did not relieve the guarantor from liability - The court stated that it was irrelevant that the creditor would have made the loan without the guarantee - See paragraph 49.

Practice - Topic 1619

Pleadings - Defence - Pleading statutes - A guarantor defended an action on a guarantee by pleading the terms of the Guarantees Acknowledgment Act, without pleading the facts relied upon in relation to the defence under the Act - A Master of the Alberta Court of Queen's Bench stated that baldly pleading a statute, without pleading the facts supporting the defence based on the statute, was improper, because it forced the plaintiff to speculate as to the facts the defendant might rely on to prove his defence - See paragraphs 37 to 41.

Statutes - Topic 516

Interpretation - Ordinary meaning of words - A Master of the Alberta Court of Queen's Bench stated that "words in a statute are to be given their ordinary and grammatical meaning unless the context of the statute dictates otherwise or unless the ordinary grammatical meaning would lead to absurdities or repugnancies, in which case the court might consider whether the words used are reasonably capable of a meaning other than the ordinary grammatical one" - See paragraph 71.

Cases Noticed:

Camco Inc. v. Northwind Industries Ltd. (1982), 36 A.R. 585 (Q.B.), ref'd to. [para. 41].

Creditel of Canada Ltd. v. Terrace Corporation (Construction) Ltd. (1984), 50 A.R. 311 (C.A.), ref'd to. [para. 47].

Greenshields Inc. v. Johnston (1982), 35 A.R. 487; 131 D.L.R.(3d) 234 (Alta. C.A.), ref'd to. [para. 54].

Ampex Canada Limited v. Thomson (1980), 33 A.R. 260; 11 Alta. L.R.(2d) 303 (Q.B.), dist. [para. 57].

Canadian Imperial Bank of Commerce v. Country Lane Furniture Warehouse (Wetaskiwin) Ltd., 15 Alta. L.R.(2d) 127 (Q.B.) dist. [para. 61].

Canadian Imperial Bank of Commerce v. Lee Roy Contracting Ltd. (1982), 48 A.R. 389; 20 Alta. L.R.(2d) 266 (Q.B.), dist. [para. 65].

Hawrish v. Bank of Montreal, [1969] S.C.R. 515, ref'd to. [para. 68].

Royal Bank of Canada v. King (1982), 39 A.R. 8; 21 Alta. L.R.(2d) 336 (Q.B.), ref'd to. [para. 69].

Pensionfund Properties Limited v. R. K. Giblin & Associates Ltd. (1984), 55 A.R. 345; 32 Alta. L.R.(2d) 187 (Q.B.), ref'd to. [para. 74].

Teachers Investment and Housing Co-operative v. S.H. Properties (1984), 55 A.R. 241 (Q.B.), agreed with [para. 78].

Caisse Populaire de Morinville Savings & Credit Union Ltd. v. Lambert (1984), 58 A.R. 113 (Alta. C.A.), folld. [para. 83].

Marvco Color Research Ltd. v. Harris (1983), 45 N.R. 302; 141 D.L.R.(3d) 577 (S.C.C.), ref'd to. [para. 101].

Statutes Noticed:

Business Corporations Act, S.A. 1981, c. B-15, sect. 249(2) [paras. 27, 28]; sect. 261(15) [para. 20].

Guarantees Acknowledgment Act, R.S.A. 1980, c. G-12, sect. 3, sect. 4, sect. 5 [para. 53].

Counsel:

N. Koziak, for the plaintiff;

M. Marcovitch, for the defendant James Lennox.

This application was heard before Funduk, Master in Chambers, of the Alberta Court of Queen's Bench, Judicial District of Edmonton, who delivered the following judgment on November 19, 1984.