Demchenko v. Gladstone Transfer Ltd.

Demchenko v. Gladstone Transfer Ltd.

GTL remains the proper respondent because it was the employer at the time of the alleged discrimination and a transfer of ownership by share sale does not extinguish the corporation's liability under the CHRA; the purchaser failed to meet the burden to show GTL was not a proper respondent and the indemnity clause in the share purchase agreement is a contractual matter between vendor and purchaser that does not alter respondent status before the Tribunal.

Citation
2025 CHRT 36
Parties
Complainant: Serhii Demchenko; Commission: Canadian Human Rights Commission; Respondent: Gladstone Transfer Ltd.
Court
Canadian Human Rights Tribunal
Jurisdiction
Canada
Judgment Date
9 May 2025
Procedural Posture
Human Rights (canadian Human Rights Act) / Ruling on Motion Regarding Proper Respondent (pre Statement of Particulars)
Outcome
Motion dismissed; GTL remains the respondent.
Legal Topics
Successor Liability, Proper Respondent, Share Purchase Agreement, Indemnity Clauses, National or Ethnic Origin Discrimination
Source Language
English
Human Rights Employment Law Corporate Law Successor Liability Proper Respondent Share Purchase Agreement Indemnity Clauses National or Ethnic Origin Discrimination

Case Brief

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Parties

Serhii Demchenko

Complainant

Canadian Human Rights Commission

Commission

Gladstone Transfer Ltd.

Respondent

Procedural Posture

Human Rights (canadian Human Rights Act) / Ruling on Motion Regarding Proper Respondent (pre Statement of Particulars)

Legal Issues

  1. 1 Whether a post-event sale of a corporation (share transfer) relieves the corporate entity of liability for pre-sale discriminatory acts
  2. 2 Whether the purchaser or the vendor is the proper respondent in a CHRA complaint where ownership changed after the alleged discrimination
  3. 3 What effect, if any, an indemnity clause in a share purchase agreement has on respondent status before the Tribunal

Ratio Decidendi

GTL remains the proper respondent because it was the employer at the time of the alleged discrimination and a transfer of ownership by share sale does not extinguish the corporation's liability under the CHRA; the purchaser failed to meet the burden to show GTL was not a proper respondent and the indemnity clause in the share purchase agreement is a contractual matter between vendor and purchaser that does not alter respondent status before the Tribunal.

Court Disposition

Motion dismissed; GTL remains the respondent.

Orders

  • Motion dismissed.
  • Case management to resume with Gladstone Transfer Ltd. as the respondent.