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Data Business Forms LTD. v. MacIntosh

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Delaram Hajipour

on 3 December 2015

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Transcript of Data Business Forms LTD. v. MacIntosh

Glenn MacIntosh

, contract for the purchase of goods & services in the amount agreed upon, in his personal capacity or as an agent for
Maritime Business Forms LTD

Data Business Forms LTD

is successful, are they entitled to interest? And if so, in what amount?

Glenn MacIntosh
, contract ... in his personal capacity or as an agent for
Maritime Business Forms LTD
Judge came to reasonable and correct conclusion given:
Data Business Forms LTD. v. MacIntosh
"Lifting the corporate veil"
ALL conditions that must satisfy:

● The individual must control the corporation.
● The control must have been exercised to commit a fraud, a wrong, or a breach of duty.
● The misconduct must be the cause of the plaintiff’s injury.

Memos & cheques used were not enough to imply
Data Business LTD (pl.) or any employees
had any knowledge that there was a corporation,
Some letters sent to Pakfold contained MacIntosh Business Systems in fairly larger font than Maritime Business Forms LTD which was faintly printed underneath,
No satisfying evidence that Data Business LTD or Pakfold (pls.) had knowledge of the existence of the limited company (Mr. MacIntosh --> now agent of Maritime).

MacIntosh (df.)

failed to meet onus.
If Data Business Forms LTD
are successful, are they entitled to interest? In what amount?

Under ss. 11, s. 38 paragraph (c) of the
Judicature Act
as to whether or not the
is responsible for undue delay in litigation.

Although Judicature Act orders court to reward interest, it allows the court's discretion (ss.11 s38)
Court found:

10% interest
was agreed upon in trial,
taken in good time,
delayed unreasonably over which interest would have been rewarded,

Therefore interest will be rewarded for a period of two years only, at 10% on $14,155.71.
Neither Data Business Forms LTD or Pakfold knew of the existence of Maritime Business Forms LTD.
Data Business Forms LTD
the case.
ordered to pay full amount owed + 10% interest for the amount of 2 years.
did not inform
contracting parties of the incorporation of Maritime Business Forms LTD or MacIntosh Business Systems becoming a division of the new company.
The incorporation of a new company
alters the credit approval process
, which was a
crucial part of business
between MacIntosh and Pakfold.
MacIntosh had the
fiduciary duty
of ensuring that his clients are aware that they are no longer doing business with a
sole proprietorship and instead with a different entity
(a corporation).

1. Does notice need to be given when a proprietorship is incorporated, if it does not change the outcome of the business?
2. Does notice of incorporation have to be given orally or written?
What would happen if Business X let Business Y know that they incorporated 2 months after registering?
Answer Q1:

It does not matter if the business is directly affected or not. A company who has incorporated has the duty to inform people who they are doing business with of the change in their entity.
Answer Q2:
It is
highly recommended
for businesses to let people who they are doing business with a direct letter, call or notice. However, as long as the changes made are extremely apparent to the general public, it can be deemed reasonable that sufficient notice has been given.

Answer Q3:

Business Systems
Business Data Forms LTD
(Operated under name of
Pakfold Business Forms
in Nova Scotia)
Maritime Business Forms LTD
Full transcript