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Source: Ontario Small Claims Court - A Practical Guide (2011).

I transcribed only the relevant of the entire Pleading (that I scanned).

p. 82 Bottom - 83 Top

  1. The plaintiff, Samivel Veller, is an individual residing in the City of Toronto.
  2. The defendant, Jonathan Trigg & co. Inc. ("Trigg & Co."), is a corporation, incorporated under the laws of Ontario and carrying on business in the City of Toronto.
  3. The defendant, Jonathan Trigg, is sole director, president, and sole shareholder of Trigg & Co.

p. 113 Middle.

  1. The defendants deny the existence of the conversation between Messrs. Veller and Trigg described in paragraph 18 of the Plaintiffs Claim, and, therefore, deny that Mr. Trigg committed any misrepresentation of fact. In the alternative, if such conversation and consequent misrepresentation did take place, Trigg & Co. would not be liable directly or vicariously as Mr. [11.1.] Trigg was not acting in the course of employment or [11.2.] was acting without real or apparent authority.

How are defenses 11.1 and 11.2 plausible?

11.1. Trigg was clearly working when he was interacting with Vellers?

11.2. Per 4, Trigg is the only employee of his corporation.

  • An ultra vires defense would depend upon the subject matter of the conservation. If they were talking about mowing his personal lawn or sharing the cost of a pizza with people in the office next door, 11.1 might be plausible. But, 11.2 probably isn't plausible and is just lazy drafting to cover every possibility. – ohwilleke Dec 12 '17 at 22:54

1 Answers1

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It isn't

The lawyers are probably using a standard form as a starting point for the defence and missed the inconsistency.

By the way, it doesn't say he is the sole (or indeed "an") employee, however, as director he has ostensible authority to bind the company.

Dale M
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  • He could probably bind the company as President, but normally all a shareholder does is elect the directors and all the directors do is appoint the President and authorize the President to do stuff. Directors could pass a resolution approving an action, but that would be an unusual process in most cases. – ohwilleke Dec 12 '17 at 22:55
  • @ohwilleke small businesses are often run directly by their directors. In any event directors are the legal agents of the corporation so anything they do (absent a limitation known to the other party) bonds the company – Dale M Dec 12 '17 at 23:51
  • It might be a regional custom thing (and honestly, corporations are rare these days vis LLCs in the US); I've never seen a director sign anything with a third party other than a banking resolution and I've never seen a corporation run directly by directors. I've seen directors dispensed with in lieu of just SH and officers, but not a company with SH and directors but not officers with directors actually running anything. – ohwilleke Dec 13 '17 at 00:06