Levan v. 8994269 Canada Limited

Levan v. 8994269 Canada Limited

Because Melisa Levan was authorized to bind 8994269 Canada Limited and 523597 B.C. Ltd. dealt with her who had apparent authority, the corporate General Release executed on February 12, 2015 by 8994269 Canada Limited released Melisa Levan (Beyers) from liability and precluded the company from pursuing claims against her in respect of matters contemplated by that Release; co-director approval was not required to bind the corporation in the circumstances.

Citation
2017 BCSC 128
Parties
Petitioner in File 19444; Respondent in File 19539: Melisa Levan; Respondent in File 19444; Petitioner in File 19539: 8994269 Canada Limited; Respondent in File 19444; Petitioner in File 19539: Joanne Sinclaire
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
27 January 2017
Procedural Posture
Two Petitions for Declarations Regarding General Releases and Related Small Claims Action / Reasons for Judgment (judgment on Petitions)
Outcome
Declaration that the corporate General Release executed February 12, 2015 by 8994269 Canada Limited releases Melisa Levan (Beyers) and precludes 8994269 Canada Limited from pursuing claims against her for matters contemplated by that Release; other inter-party issues left undecided.
Legal Topics
General Release, Director Authority and Apparent Authority, Lease Renewal, Third Party Claim for Contribution/indemnity, Estoppel
Source Language
English
Corporate Law Contract Law Property Law Civil Procedure General Release Director Authority and Apparent Authority Lease Renewal Third Party Claim for Contribution/indemnity +1 more

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Parties

Melisa Levan

Petitioner in File 19444; Respondent in File 19539

8994269 Canada Limited

Respondent in File 19444; Petitioner in File 19539

Joanne Sinclaire

Respondent in File 19444; Petitioner in File 19539

Procedural Posture

Two Petitions for Declarations Regarding General Releases and Related Small Claims Action / Reasons for Judgment (judgment on Petitions)

Legal Issues

  1. 1 Whether a General Release executed by a director on behalf of the corporation bars the corporation from pursuing claims against the released individual
  2. 2 Whether a release signed by an individual releases that individual from third party claims in small claims action arising from a lease renewal
  3. 3 Whether a single director's signature bound the corporation in respect of the Lease Renewal Agreement

Ratio Decidendi

Because Melisa Levan was authorized to bind 8994269 Canada Limited and 523597 B.C. Ltd. dealt with her who had apparent authority, the corporate General Release executed on February 12, 2015 by 8994269 Canada Limited released Melisa Levan (Beyers) from liability and precluded the company from pursuing claims against her in respect of matters contemplated by that Release; co-director approval was not required to bind the corporation in the circumstances.

Court Disposition

Declaration that the corporate General Release executed February 12, 2015 by 8994269 Canada Limited releases Melisa Levan (Beyers) and precludes 8994269 Canada Limited from pursuing claims against her for matters contemplated by that Release; other inter-party issues left undecided.

Orders

  • 8994269 Canada Limited is precluded from bringing or continuing proceedings against Melisa Levan in respect of matters contemplated by the General Release executed February 12, 2015.
  • 8994269 Canada Limited is declared to have released Melisa Levan (Beyers) from liability in respect of matters contemplated by the General Release executed February 12, 2015.