1175777 Ontario Limited v. Magna International Inc.

1175777 Ontario Limited v. Magna International Inc.

Amendment pleading intentional interference by ordering signatures withheld failed because plaintiff did not plead unlawful means, an essential element of that tort; however the conspiracy to injure claim against the individual (Stronach) could stand because the pleading sufficiently alleged personal tortious intent and conduct and it was not plain and obvious that the Said v. Butt defence applied to bar the claim where it is not established that the officer acted bona fide for the subsidiary; accordingly leave to add the individual for conspiracy allowed, other interference amendments dismissed.

Citation
C34275
Parties
Plaintiff / Respondent: 1175777 Ontario Limited; Defendant / Appellant: Magna International Inc.; Defendant / Appellant: Heri Polzl; Defendant / Appellant: Kurt Irrcher; Defendant / Appellant (proposed): Frank Stronach
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
3 May 2001
Procedural Posture
Civil / Appeal From Divisional Court Concerning Motion for Leave to Amend Statement of Claim (joinder and Tort Pleading)
Outcome
Appeal allowed in part: leave to amend granted solely to add Frank Stronach as a defendant on the claim for conspiracy to injure; amendments alleging intentional interference against Stronach dismissed; other proposed amendments dismissed.
Legal Topics
Intentional Interference With Economic Relations, Conspiracy to Injure, Said V. Butt Defence, Joinder, Pleading Requirements
Source Language
English
Tort Contract Civil Procedure Corporate Law Intentional Interference With Economic Relations Conspiracy to Injure Said V. Butt Defence Joinder +1 more

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Parties

1175777 Ontario Limited

Plaintiff / Respondent

Magna International Inc.

Defendant / Appellant

Heri Polzl

Defendant / Appellant

Kurt Irrcher

Defendant / Appellant

Frank Stronach

Defendant / Appellant (proposed)

Procedural Posture

Civil / Appeal From Divisional Court Concerning Motion for Leave to Amend Statement of Claim (joinder and Tort Pleading)

Legal Issues

  1. 1 Whether alleged conduct constituted the unlawful means required for the tort of intentional interference with economic relations
  2. 2 Whether a corporate officer (including an officer of a parent acting for a subsidiary) can be personally liable for conspiracy to injure when the impugned act is an instruction not to complete or to breach a contract
  3. 3 Whether the Said v. Butt exception bars personal liability of directors/officers in these circumstances

Ratio Decidendi

Amendment pleading intentional interference by ordering signatures withheld failed because plaintiff did not plead unlawful means, an essential element of that tort; however the conspiracy to injure claim against the individual (Stronach) could stand because the pleading sufficiently alleged personal tortious intent and conduct and it was not plain and obvious that the Said v. Butt defence applied to bar the claim where it is not established that the officer acted bona fide for the subsidiary; accordingly leave to add the individual for conspiracy allowed, other interference amendments dismissed.

Court Disposition

Appeal allowed in part: leave to amend granted solely to add Frank Stronach as a defendant on the claim for conspiracy to injure; amendments alleging intentional interference against Stronach dismissed; other proposed amendments dismissed.

Orders

  • Leave to amend statement of claim limited to adding Frank Stronach as a party defendant and the claim against him for conspiracy to injure
  • The balance of the respondent's motion to amend is dismissed