Jeffrey Larry

The appellant corporation appealed a partial summary judgment order.

The president and CEO of the appellant corporation had pledged shares as security for a loan advanced by the respondent, representing that all was in order despite a notice of restriction on the transfer of the shares.

The Court of Appeal dismissed the appeal, holding that under section 19 of the Business Corporations Act, the corporation could not rely on its own non-compliance with its articles and by-laws to defeat the claim, as there was no evidence the respondent knew or ought to have known of the non-compliance.

The appellants appealed a summary judgment dismissing their counterclaim against a bank manager personally.

The Court of Appeal upheld the decision, finding no evidence that the manager acted outside the course and scope of his employment with the bank, a position confirmed by the bank itself.

The appeal was dismissed with costs.