A lender brought a motion for summary judgment dismissing claims by a shareholder who sought to set aside corporate loan liability and attribute responsibility to co‑shareholders.
The court held that the shareholder provided no responding evidence and therefore failed to meet the requirement under Rule 20 of the Rules of Civil Procedure to put forward evidence on a summary judgment motion.
The court further found the shareholder lacked standing to challenge the corporation’s indebtedness because the claim belonged to the corporation and no derivative action had been authorized under the Ontario Business Corporations Act.
In any event, the lender was entitled to rely on corporate resolutions and an officer’s certificate under the indoor management rule confirming authority to borrow and grant security.
The action against the lender was dismissed.
