The appellants appealed a decision finding they had no right to dispute a bankruptcy petition because they were not deemed directors under s. 115(4) of the Ontario Business Corporations Act.
The Court of Appeal dismissed the appeal, finding that even if s. 115(4) conferred powers as well as responsibilities, the appellants did not manage or supervise the affairs of the corporation, which had already been wound up.
The appellants' possession of corporate records and intention to commence a derivative action did not amount to managing the corporation.
