The appellant acquired shares in a company and became a director and secretary, agreeing to stand surety for the company's debts to the respondent.
He later resigned and transferred his shares.
The respondent subsequently demanded the appellant discharge the company's debts.
The Supreme Court of Canada held that under art. 2363 of the Civil Code of Québec, a suretyship attached to the performance of special duties terminates upon cessation of those duties.
The Court found the appellant's suretyship was contracted in connection with his duties, discharging him from debts arising after January 1, 1994, when the new Code came into force, but remitted the matter to determine if any debts existed prior to that date.
