Court Considers When Jurisdiction May be Found Against Sole Officer And Director of Foreign Corporation

Andrew Ottaway, B.A. (Hons.), LL.B.Business Litigation, Civil Litigation, Commercial and Contract Litigation, Commercial Law, Commercial Litigation, Corporate Litigation, Directors' and Officers' Liability, Jurisdictional Challenges0 Comments

In Olympique CMCT Inc. v Les Industries Pancor Limitée, 2017 ONSC 1929, the Plaintiff, Olympique, was a Quebec company. Olympique obtained default judgment in a Quebec action against the Defendants Pancor, an insolvent Ontario company, and Panarese, Pancor’s sole officer and director.   

Olympique brought an action in Ontario seeking recognition and enforcement of the Quebec judgment against Panarese in Ontario.  Panarese argued that Ontario should not enforce the Quebec judgment because, among other reasons, the Quebec Court did not have jurisdiction to grant the Quebec judgment against him.

Panarese lived in Ontario.  Pancor was primarily located in Ontario.  However, the Court stated that it was sufficient that Quebec had a real and substantial connection with the subject matter of the action, even if it had no connection with Panarese.  The Court found that Panarese signed purchase orders which were transmitted to Olympique in Quebec, meaning that the contracts between Pancor and Olympique were made in Quebec.   The services that were contracted for were performed in Quebec by Olympique.   Pancor was registered to do business in Quebec.  The Court stated that carrying on business in Quebec through a corporation registered to do business in Quebec strengthened the connection to Quebec.  Also, the allegations in the Quebec action were against Panarese personally – i.e. that he used Pancor for a fraudulent purpose, knowing that the services were being ordered from Olympique at a time when his company was insolvent.  

The Ontario Court noted that test for jurisdiction requires only “a” real and substantial connection, not “the most” real and substantial connection.  Considering the above factors, the Ontario Court found that the Quebec Court had jurisdiction to grant judgment against Panarese.  

The lawyers at Gilbertson Davis have experience with enforcing foreign judgments and challenging jurisdiction.  Please contact us for an initial consultation.

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About the Author
Andrew Ottaway, B.A. (Hons.), LL.B.

Andrew Ottaway, B.A. (Hons.), LL.B.

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