Corporate Identification Doctrine
[The defendant auditor] takes the position that even if I were to find negligence or breach of contract on the part of the Firm, [the plaintiff company's] losses are not recoverable because such were caused by its own illegal acts. This proposition, otherwise described as the “corporate identification doctrine”, arises out of what Professor [Darcy L.] MacPherson observed is rather “unsettled law”, which he also argues is “in need of rationalization”.
. . . . .
Professor MacPherson, who has written on the doctrine, notes that the “identification doctrine was created as a device to ascribe or attribute a mental state to a corporate body for the purposes of civil or criminal liability. The original application of the identification doctrine was as a means to hold a corporation liable.” [footnotes omitted]
Livent Inc. (Receiver of) v. Deloitte & Touche |
2014 CarswellOnt 4365 (Ont. S.C.J. [Commercial List]) at para. 244, 246 |