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Leave to appeal is not required for orders made under the Business Corporations Act.
The moving parties sought an order determining whether leave was required to appeal a motion judge's order directing the purchase and sale of shares in an oppression application.
The Court of Appeal had previously transferred the appeal to the Divisional Court, finding the order was made under the Business Corporations Act.
The Divisional Court held that pursuant to the plain wording of s. 255 of the Business Corporations Act, an appeal lies directly to the Divisional Court from any order made under the Act, and therefore leave to appeal is not required.
Motion for leave to appeal granted with costs.
The defendants brought a motion for leave to appeal the order of Fitzpatrick J. dated March 29, 2023.
The Divisional Court granted the motion for leave to appeal and ordered the responding party to pay costs of $3,500 to the moving parties.
Director liability appeals dismissed; due diligence defence failed as actions were curative, not preventative.
The appellants were directors of a logging corporation that failed to remit employee source deductions and net HST.
Following the loss of its primary logging and road-maintenance contracts, the corporation experienced severe financial hardship.
The directors liquidated personal assets to pay the corporation's commercial creditors but failed to satisfy its tax obligations.
The Minister assessed the directors for the unremitted amounts under the Income Tax Act and the Excise Tax Act.
On appeal, the Tax Court of Canada dismissed the appeals, finding that the directors failed to establish the due diligence defence.
The Court held that the directors' actions were curative rather than preventative, and that they had impermissibly financed the corporation's operations using unremitted Crown funds.
