Boudreau v. Stroud

Boudreau v. Stroud

Because Stroud purchased assets only, did not assume the company’s liabilities or acquire shares, and there was no evidence of unlawful conduct or a statutory/equitable basis to impose successor liability, he is not liable for the prior $9,023 judgment and the claim is dismissed.

Citation
2012 NSSM 10
Parties
Claimants: JOSEPH R. BOUDREAU and others; Defendant: THOMAS WILLIAM STROUD
Court
Nova Scotia Small Claims Court
Jurisdiction
Canada
Judgment Date
14 February 2012
Procedural Posture
Small Claims Court / Trial Decision (hearing Feb 7, 2012; Decision Feb 14, 2012)
Outcome
Claim dismissed
Legal Topics
Asset Sale Vs Share Purchase, Successor Liability, Judgment Enforcement, Abandonment of Shares, Conspiracy to Defeat Creditors
Source Language
English
Debt Recovery Corporate Transactions Insolvency Civil Procedure Asset Sale Vs Share Purchase Successor Liability Judgment Enforcement Abandonment of Shares +1 more

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Parties

JOSEPH R. BOUDREAU and others

Claimants

THOMAS WILLIAM STROUD

Defendant

Procedural Posture

Small Claims Court / Trial Decision (hearing Feb 7, 2012; Decision Feb 14, 2012)

Legal Issues

  1. 1 Whether purchaser of assets (A-Cab name and phone) is liable for prior company judgment
  2. 2 Whether there was an illegal conspiracy to defeat creditors and transfer liability to a third party
  3. 3 Whether claimants retained shareholder rights or were ordinary creditors

Ratio Decidendi

Because Stroud purchased assets only, did not assume the company’s liabilities or acquire shares, and there was no evidence of unlawful conduct or a statutory/equitable basis to impose successor liability, he is not liable for the prior $9,023 judgment and the claim is dismissed.

Court Disposition

Claim dismissed

Orders

  • Claim against Thomas William Stroud dismissed
  • No relief granted to Claimants against Defendant