Digest: McCrimmon v Northwest Tile Inc., 2018 SKQB 246

• Date: September 18, 2019

Reported as: 2018 SKQB 246

Docket Number: QB18235 , QBG 681/17 JCR

Court: Court of Queen's Bench

Date: 2019-09-18

Judges:

• Leurer

Subjects:

• Statutes � Interpretation � Business Corporations Act, Section 278

Digest: The appellant and the respondents each appealed from the decision of a Provincial Court judge regarding the respondents� claim for the costs of remediation for defective work performed by the appellant (see: 2017 SKPC 21). The appellant was the sole shareholder, officer and director of Northwest Tile. The respondents contacted the appellant with respect to doing work in their home. After they had executed a contract with Northwest Tile and while work was still being done, the corporation was struck from the corporate registry because it failed to re-register. Based on the evidence, the trial judge concluded that the respondents knew or ought to have known that they were contracting with Northwest Tile and that it was solely liable for deficiencies that arose by virtue of the defective work performed prior to the lapse in registration. He determined that the appellant was jointly and severally liable with Northwest Tile for defective work performed after that date. A precise allocation of the judgment allocation did not occur pending the outcome of this appeal. The appellant�s ground of appeal was that the trial judge erred in imposing personal liability for any portion of the deficiencies. The respondents cross-appealed, arguing that the appellant should be liable with Northwest for the entirety of the judgment amount.
HELD: The appellant�s appeal was allowed and the respondents� cross-appeal dismissed. The court found that the trial judge erred in law in imposing personal liability on the appellant on the basis of the simple lapse in registration of the company. Simple non-registration under The Business Corporations Act does not invalidate actions of a corporation or turn them into actions of its principals. The contract entered into before Northwest Tiles� registration lapsed remained its liability.

Statutes Considered:

• Business Corporations Act, RSS 1978, c B-10, s 201
• Business Corporations Act, RSS 1978, c B-10, s 202
• Business Corporations Act, RSS 1978, c B-10, s 203
• Business Corporations Act, RSS 1978, c B-10, s 203(5)
• Business Corporations Act, RSS 1978, c B-10, s 204
• Business Corporations Act, RSS 1978, c B-10, s 205
• Business Corporations Act, RSS 1978, c B-10, s 206
• Business...