Unit 5 Relevant to Assignment 1 Talk 10 LAW 459 003 BUSINESS ORGANIZATIONS Allard School of Law UBC Fall 2016 Jon Festinger QC Festinger Law amp Strategy httpbizorgallardubcca ID: 797107
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Resources & Principles of Unit 5 Relevant to Assignment 1
Talk 10LAW 459 003BUSINESS ORGANIZATIONSAllard School of Law, UBCFall, 2016Jon Festinger Q.C.Festinger Law & Strategy http://bizorg.allard.ubc.ca@jonfestingerjon@fblawstrategy.com
Slide2Good AfternoonLAW 459 003BUSINESS ORGANIZATIONS
Slide3Make-Up TuesdayHenri de Toulouse-Lautrecc
Slide4Assignment Logistics
Special Class October 18 12:30 – 2 PM Room 106 = “Resources & Principles Relevant to Assignment 1”1st Assignment Due = By 9 AM Monday October 244 pagesHand in or email
Slide5What does this mean ?“The firm and our client would like your preliminary assessment of what corporate law defenses we might have. We know that you are not very experienced in the area so all we really need
is a point form list of questions and observations regarding the corporate law principles that might apply to provide us with some defenses based on corporate structure, and/or deny us those defenses.”
Slide6Why?Wie, Haight, Raye &
Darr
Slide7Slide8Now……for some actually useful concepts
.
Slide9Dealing today only with…
Slide10Though no other units are covered today they are relevant.
Slide11Direct Liability of the Company?The “Rhône” v. The “Peter A.B. Widener” (1993 SCC)A
t what point in the hierarchy of a company is the fault of a person employed in the organization to be treated as or identified with the fault of the company itself?
Slide12Canada Shipping Act took vicarious liability out of the equationThe “Widener” collides with the “Rhone”Was Captain Kelch
part of the “directing mind” of of Great Lakes Towing (The “Widener”) SCC (Iacobucci J.) said no.
Slide13Vicarious liability
Slide14Vicarious liability for?Agents or employees in scope of dutiesNo liability in theory when employee or agent is on a frolic of their own, in fraud of their corporate employer and for their own benefit (
Canadian Dredge).
Slide15Core issue…Do you attribute actions of the employee/agent to the employer corporation? If so, when and why?
Slide16Was the actor part of the “Directing Mind” of the corporation ? R. v. Fitzpatrick’s Fuel Ltd. [2001] N.J. No. 149 (Prov. Ct.) [minor buys 6 pack]
may surprise you…But…Beverly Corners Liquor Store Ltd. v. British Columbia (Liquor Control and Licensing Branch) 2012 BCSC 1851
Slide17Apparent/Ostensible AuthorityFraud of an insurance agent in Schwartz v. Maritime Life Assurance Co
. (1997)149 Nfld. & P.E.I.R. 234 (C.A.) Was the Insurance Co. responsible for its “non-exclusive” agent?
Slide18Always include a cat picture
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