Herceglic v. Gladstone Transfer Ltd.

Herceglic v. Gladstone Transfer Ltd.

The Tribunal dismissed the motion because the corporate employer that existed when the alleged discrimination occurred (Gladstone Transfer Ltd.) remains the proper respondent; a share sale to a new owner does not, without evidence, extinguish the corporation's liability for prior discriminatory acts, and the purchaser failed to demonstrate otherwise.

Citation
2025 CHRT 38
Parties
Complainant: Mirsad Herceglic; Commission: Canadian Human Rights Commission; Respondent: Gladstone Transfer Ltd.; Former Owner: Scott Kinley
Court
Canadian Human Rights Tribunal
Jurisdiction
Canada
Judgment Date
9 May 2025
Procedural Posture
Human Rights (chra) / Preliminary Motion (proper Respondent)
Outcome
Motion dismissed; Gladstone Transfer Ltd. remains the proper respondent.
Legal Topics
Successor Liability, Proper Respondent, Share Purchase Agreement Indemnity, National or Ethnic Origin Discrimination, Corporate Succession
Source Language
English
Human Rights Employment Law Corporate Law Successor Liability Proper Respondent Share Purchase Agreement Indemnity National or Ethnic Origin Discrimination Corporate Succession

Case Brief

Summary, issues, holding and outcome

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Parties

Mirsad Herceglic

Complainant

Canadian Human Rights Commission

Commission

Gladstone Transfer Ltd.

Respondent

Scott Kinley

Former Owner

Procedural Posture

Human Rights (chra) / Preliminary Motion (proper Respondent)

Legal Issues

  1. 1 Whether the sale of Gladstone Transfer Ltd. (share sale) after the events alleged prevents the corporation from being held liable for pre-sale discriminatory acts under the CHRA
  2. 2 Whether the purchaser or vendor (or either individually) is the proper respondent based on the Share Purchase Agreement indemnity clause
  3. 3 Whether successor liability applies to human rights claims in a share sale context

Ratio Decidendi

The Tribunal dismissed the motion because the corporate employer that existed when the alleged discrimination occurred (Gladstone Transfer Ltd.) remains the proper respondent; a share sale to a new owner does not, without evidence, extinguish the corporation's liability for prior discriminatory acts, and the purchaser failed to demonstrate otherwise.

Court Disposition

Motion dismissed; Gladstone Transfer Ltd. remains the proper respondent.

Orders

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