Boyne Clarke v. Connors

Boyne Clarke v. Connors

There was no evidence that Connors or Moses ever agreed to be personally liable or gave guarantees; Boyne Clarke's own documents treated i-Cards as the client; the pre-incorporation/promoter doctrine did not apply because the bulk of the obligations arose after incorporation and i-Cards did not repudiate them; Coastal Watch expressly agreed to assume liability and Boyne Clarke's deferral of account constituted sufficient consideration; therefore i-Cards and Coastal Watch are jointly and severally liable for $10,000 and the claims against Moses and Connors are dismissed.

Citation
2001 NSSM 6
Parties
Claimant: Boyne Clarke; Defendant: Kevin Connors; Defendant: Michael Moses; Defendant: Coastal Watch Information Services Limited; Defendant: i-Cards Inc.
Court
Nova Scotia Small Claims Court
Jurisdiction
Canada
Judgment Date
12 October 2001
Procedural Posture
Small Claims Court Legal Fees Dispute / Adjudicator Decision
Outcome
Claim allowed against i-Cards and Coastal Watch; claim dismissed as against Michael Moses and Kevin Connors.
Legal Topics
Retainer Agreements, Legal Fees Recovery, Pre Incorporation Contracts, Promoter Liability, Consideration, Corporate Personality (salomon)
Source Language
English
Contract Corporate Law Agency Securities Law Retainer Agreements Legal Fees Recovery Pre Incorporation Contracts Promoter Liability +2 more

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Parties

Boyne Clarke

Claimant

Kevin Connors

Defendant

Michael Moses

Defendant

Coastal Watch Information Services Limited

Defendant

i-Cards Inc.

Defendant

Procedural Posture

Small Claims Court Legal Fees Dispute / Adjudicator Decision

Legal Issues

  1. 1 Is i-Cards liable to pay the legal fees claimed?
  2. 2 Did Moses and Connors agree to assume personal responsibility for i-Cards' legal fees?
  3. 3 Are Moses and Connors liable under the doctrine of pre-incorporation contracts/promoters?

Ratio Decidendi

There was no evidence that Connors or Moses ever agreed to be personally liable or gave guarantees; Boyne Clarke's own documents treated i-Cards as the client; the pre-incorporation/promoter doctrine did not apply because the bulk of the obligations arose after incorporation and i-Cards did not repudiate them; Coastal Watch expressly agreed to assume liability and Boyne Clarke's deferral of account constituted sufficient consideration; therefore i-Cards and Coastal Watch are jointly and severally liable for $10,000 and the claims against Moses and Connors are dismissed.

Court Disposition

Claim allowed against i-Cards and Coastal Watch; claim dismissed as against Michael Moses and Kevin Connors.

Orders

  • i-Cards Inc. and Coastal Watch Information Services Limited are jointly and severally liable to pay Boyne Clarke $10,000 plus costs.
  • Claim against Michael Moses and Kevin Connors is dismissed.