Brent MacLean Wins Important Case in BC Supreme Court

Published: Monday, 27 July 2009

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The court in Witzel Capital Corp. v. LED Medical Diagnostics Inc. validated corporate acts based on informal unanimous director and shareholder approval made in the absence of formal meetings and not evidenced by formal resolutions. McLean believes this to be the first BC Court articulation of the underlying principle that the existence of a binding corporate decision is a question of fact not formality.

The decision also expands on previous case law to hold that informal corporate decisions do not satisfy the " interested director" provisions of the Company Act (and by implication the Business Corporations Act) and that the curative jurisdiction under s.229 of the Business Corporations Act cannot be applied in such circumstances.