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Digest of the Week – Limited Degree of Notice

Digest of the Week – Limited Degree of Notice

Limited degree of notice does not create an obligation to investigate whether one is doing business with a corporation.

G. R. Sibbick Ltd. V. Rattie Estate (Trustee Of)
2016 CarswellOnt 5877
Ontario Superior Court of Justice

Business associations --- Powers, rights and liabilities — Contracts by corporations — General principles — Personal liability of agent — Notification of corporate status

Transport company purchased fuel on credit basis from plaintiff — Transport company was indebted to plaintiff for sum of $130,313.15 — There was no identification of numbered corporation on transport company's cheques, its trucks that would arrive at plaintiff's yard, or any signage at transport company's facility — Plaintiff took no steps to determine whether transport company was corporation, partnership or sole proprietorship — R was vice-president of numbered corporation — R died — Plaintiff brought action against defendant estate of R for outstanding account in amount $130,313.15 — Action allowed — Defendant conceded that law placed onus on individual carrying on business through corporation to disclose that fact, but suggested that identifying business as "transport company" was adequate in circumstances — Defendant submitted that on basis of evidence, plaintiff ought reasonably to have known that it was dealing with corporation and not individual — Court was not prepared to find that limited degree of notice provided by R was adequate, nor did it create obligation upon plaintiff to investigate further.
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