Cliffs Mining Co. v. Royal Bank of Canada, (2015) 370 Nfld. & P.E.I.R. 89 (NLTD(G))

• Judge: Marshall, J.
• Court: Supreme Court of Newfoundland and Labrador (Canada)
• Case Date: August 03, 2015
• Jurisdiction: Newfoundland and Labrador
• Citations: (2015), 370 Nfld. & P.E.I.R. 89 (NLTD(G))

Cliffs Mining v. Royal Bk. (2015), 370 Nfld. & P.E.I.R. 89 (NLTD(G));

    1153 A.P.R. 89

MLB headnote and full text

Temp. Cite: [2015] Nfld. & P.E.I.R. TBEd. AU.007

Cliffs Mining Company in its capacity as managing agent of Wabush Mines (plaintiff) v. Royal Bank of Canada (defendant)

Royal Bank of Canada (plaintiff by counterclaim) v. Cliffs Mining Company in its capacity as managing agent of Wabush Mines (defendant by counterclaim)

(200301T3807; 2015 NLTD(G) 106)

Indexed As: Cliffs Mining Co. v. Royal Bank of Canada

Newfoundland and Labrador Supreme Court

Trial Division (General)

Marshall, J.

August 3, 2015.

Summary:

The plaintiff, styled as "Cliffs Mining Company in its capacity as managing agent of Wabush Mines", commenced an action against the defendant, the Royal Bank of Canada (RBC), respecting a lease agreement. RBC filed a defence and counterclaim. The RBC applied to strike or amend the words "in its capacity as Managing Agent of WABUSH MINES" from the name of Cliffs Mining in the style of cause pursuant to Supreme Court Rule 14.24. Alternatively, RBC sought an order under rule 38.01(1)(a) determining that Cliff's Mining was properly a party in its personal capacity, not merely in its agency capacity. Cliffs Mining applied for an order under rule 33.03 declaring that RBC had admitted in its pleadings that "at all times Cliffs Mining acted as and is the Managing Agent of Wabush Mines", and for a further order "declaring that Cliffs Mining is only a party to this proceeding in its capacity as Managing Agent of Wabush Mines pursuant to rule 33.03". The applications were heard together.

The Newfoundland and Labrador Supreme Court, Trial Division (General), granted RBC's application under rule 14.24 such that the words "in its capacity as Managing Agent of Wabush Mines" were struck from the style of cause of all pleadings in this matter. The alternative order sought by RBC under rule 38.01 was not granted. The orders sought by Cliffs Mining in its rule 33.03 application were not granted.

Practice - Topic 44

Actions - Commencement of - Style of cause - Parties - The plaintiff, "Cliffs Mining Company in its capacity as managing agent of Wabush Mines", sued the defendant, the Royal Bank of Canada (RBC), respecting a lease agreement - The RBC applied to strike the words "in its capacity as Managing Agent of Wabush Mines" from style of cause (Supreme Court Rule 14.24) - The Newfoundland and Labrador Supreme Court, Trial Division (General), granted RBC's application - There were exceptional circumstances where an agent might sue, or be sued; however in such circumstances, the agent sued, or was sued, in its own name - Whether or not Cliffs Mining could sue, or be sued, was not a matter to be determined under rule 14.24(1)(a) - If Cliffs Mining, as agent, could sue, or be sued, then, the words after its name in the style of cause were superfluous; unless, it had sued in a representative capacity (which the court concluded it had not) - See paragraphs 40 to 85.

Practice - Topic 227

Person who can sue and be sued - Individuals and corporations - Status or standing - Agents - The Newfoundland and Labrador Supreme Court, Trial Division (General), reviewed the general principles on standing where an agent enters into a contract with a third party - See paragraphs 52 to 64.

Practice - Topic 227

Person who can sue and be sued - Individuals and corporations - Status or standing - Agents - [See Practice - Topic 44 ].

Practice - Topic 306

Parties - General - Naming of in style of cause - [See Practice - Topic 44 ].

Practice - Topic 4952

Admissions - What constitutes - The plaintiff, "Cliffs Mining Company in its capacity as managing agent of Wabush Mines", sued the defendant, the Royal Bank of Canada (RBC), respecting a lease agreement - RBC filed a defence and counterclaim - In paragraph 1 of the counterclaim, RBC stated that "The Plaintiff, Cliffs Mining Company (Cliffs Mining), is the Managing Agent on behalf of Wabush Mines, which operates a mine in Wabush, Newfoundland and Labrador." - Cliffs Mining applied under Supreme Court Rule 33.03 for an order declaring that RBC admitted in paragraph that at all times Cliffs Mining acted as, and was, the Managing Agent, of Wabush Mines - The Newfoundland and Labrador Supreme Court, Trial Division (General), refused to grant the order - Considering the pleadings as a whole, the court was not persuaded that the admission of agency in RBC's pleadings was a clear and unequivocal admission that Cliffs Mining acted at all times as agent - See paragraphs 95 to 111.

Practice - Topic 4960

Admissions - Concession on issue in dispute - [See Practice - Topic 4952 ].

Practice - Topic 5260

Trials - General - Trial of preliminary issues - General principles (incl. when available or appropriate) - The plaintiff, "Cliffs Mining Company in its capacity as managing agent of Wabush Mines", sued the defendant, the Royal Bank of Canada (RBC), respecting a lease agreement - RBC applied for a preliminary determination under Supreme Court Rule 38.01(1)(a) that Cliff's Mining was properly a party in its personal capacity, not merely in its agency capacity - The Newfoundland and Labrador Supreme Court, Trial Division (General), refused to grant the rule 38.01 application, opining that the absence of an agreed statement of facts rendered rule 38.01(1)(a) an unsuitable vehicle for determining the issue of whether Cliffs Mining was properly a party in its personal capacity - Such a determination could not be made in the absence of a "sufficient evidentiary record" - See paragraphs 86 to 94.

Cases Noticed:

Walsh v. TRA Co. et al. (2015), 363 Nfld. & P.E.I.R. 302; 1129 A.P.R. 302; 2015 NLTD(G) 27, refd to. [para. 48].

Andrews et al. v. Canada (Attorney General) (2009), 292 Nfld. & P.E.I.R. 175; 902 A.P.R. 175; 2009 NLCA 70, refd to. [para. 48].

Walsh v. TRA Co. et al. (2007), 268 Nfld. & P.E.I.R. 111; 813 A.P.R. 111; 2007 NLCA 50, refd to. [para. 50].

Ross v. Garnett et al. (2012), 316 N.S.R.(2d) 67; 1002 A.P.R. 67; 2012 NSSC 132, refd to. [para. 52].

Miawpukek Band v. Ind-Rec Highway Services Ltd. (1999), 172 Nfld. & P.E.I.R. 245; 528 A.P.R. 245 (Nfld. C.A.), refd to. [para. 89].

Holloway v. Marystown (1984), 58 Nfld. & P.E.I.R. 208; 174 A.P.R. 208 (Nfld. Dist. Ct.), refd to. [para. 101].

Francis v. Hodder (1992), 104 Nfld. & P.E.I.R. 58; 329 A.P.R. 58 (Nfld. T.D.), refd to. [para. 104].

Kavanagh v. Newfoundland (Minister of Education) et al. (2000), 183 Nfld. & P.E.I.R. 282; 556 A.P.R. 282; 2000 NFCA 2, refd to. [para. 107].

Statutes Noticed:

Rules of Court (Nfld.), Supreme Court Rules, rule 7A [para. 75]; rule 7.11(1) [para. 72]; rule 7.12 [para. 73]; rule 7.13 [para. 74]; rule 9.01 [para. 67]; rule 14.24 [para. 47]; rule 38.01(1)(a) [para. 88].

Counsel:

Paul Burgess and Christopher Cosgriffe, for the plaintiff/defendant by counterclaim;

Twila Reid, for the defendant/plaintiff by counterclaim.

These applications were heard in St. John's, NL, on March 9 and 10, 2015, before Marshall, J., of the Newfoundland and Labrador Supreme Court, Trial Division (General), who delivered the following decision on August 3, 2015.