François Kabemba

The applicants sought declarations regarding the corporate governance of a non-share capital charitable corporation after two directors, who were also pastors, resigned and later attempted to revoke their resignations.

The court held that under the Canada Corporations Act and the corporation's by-laws, a director's resignation becomes effective when irrevocably sent to the corporation.

The court further held that a director cannot unilaterally revoke a resignation once it has been received and accepted by the board.

Consequently, the respondents were no longer directors and had no authority to act on behalf of the corporation.

The applicant purchaser brought an emergency application for specific performance of an agreement of purchase and sale for a commercial property.

The respondent vendor failed to close the transaction on the scheduled date, citing the purchaser's lack of mortgage funds, while the vendor itself had failed to answer requisitions or prepare closing documents due to an internal corporate dispute.

The court found that the vendor's failure to perform its obligations and its implied renunciation of the contract relieved the purchaser of the requirement to tender.

The court ordered specific performance, enforcing an extension of the closing date agreed to by the vendor's ostensible representatives.