D'Amours v. Darveau

D'Amours v. Darveau

The Civil Code provisions governing bulk sales do not apply to a transfer where the consideration consists of issuance of the purchaser's shares and the purchaser expressly undertakes to pay the vendor's liabilities; accordingly the sale was effective and the appeal is dismissed. Additionally, a bulk sale without the statutory affidavit is voidable, not void ab initio.

Citation
[1933] SCR 503
Parties
Appellant / Plaintiff: Ferdinand D'Amours; Respondent / Opposant (trustee for Debenture Holders): Henri Darveau; Mise En Cause / Purchaser: Léon D'Amours & Fils Ltée.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
16 June 1933
Procedural Posture
Civil Appeal Concerning Sale of Business / Bulk Sale and Execution Seizure / Final Appeal to the Supreme Court of Canada From Court of King's Bench (quebec)
Outcome
Appeal dismissed with costs.
Legal Topics
Bulk Sale, Assumption of Liabilities, Transfer of Business/going Concern, Affidavit Requirement Under Civil Code, Void Vs Voidable, Seizure/execution, Debentures and Trust Deed, Goodwill
Source Language
English
Sale Commercial Law Secured Transactions Civil Procedure Company Law Bulk Sale Assumption of Liabilities Transfer of Business/going Concern +5 more

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Parties

Ferdinand D'Amours

Appellant / Plaintiff

Henri Darveau

Respondent / Opposant (trustee for Debenture Holders)

Léon D'Amours & Fils Ltée.

Mise En Cause / Purchaser

Procedural Posture

Civil Appeal Concerning Sale of Business / Bulk Sale and Execution Seizure / Final Appeal to the Supreme Court of Canada From Court of King's Bench (quebec)

Legal Issues

  1. 1 Whether Civil Code bulk sale provisions (arts.1569(a)-(d) / 1569A-1569E) apply to a sale where consideration is shares and purchaser assumes vendor's debts
  2. 2 Whether a bulk sale not accompanied by the affidavit required by the Code is void ab initio or merely voidable
  3. 3 Whether creditors are prejudiced where purchaser expressly assumes vendor liabilities

Ratio Decidendi

The Civil Code provisions governing bulk sales do not apply to a transfer where the consideration consists of issuance of the purchaser's shares and the purchaser expressly undertakes to pay the vendor's liabilities; accordingly the sale was effective and the appeal is dismissed. Additionally, a bulk sale without the statutory affidavit is voidable, not void ab initio.

Court Disposition

Appeal dismissed with costs.

Orders

  • Appeal dismissed with costs.