British Columbia case 1.

For three years the woman was working on the job and there was no complaint. 2. Then the BC gov decided to improve the efficiency of BC firefighters by implementing a physical test of firefighters. (aerobic test oxygen capacity) 3. New test is applied, but all across the board to men and women. (Same standard to men and women). a. Women dont have same physical capacity as men 4. Woman did the test but slightly missed it so was dismissed by gov. a. Adverse effect discrimination: Employer establishes a condition for hiring which disqualifies certain group of people. b. Direct discrimination: Directly discriminate against certain groups of people. NO women do Employee: 1. Is there prima farcie discrimination? a. When you look at it from the first time it looks like there is discrimination 2. Can the employer justify it? a. Employer has to prove to the court by a preponderance of evidence that this discrimination is justified under the circumstances. Show it is a bona fide occupational requirement. Employer has the burden of proof. Boss needs to justify that if she is allowed to work, it will be dangerous for herself, and her co-workers. IF there is prima farcie, the burden of proof falls on the employer (test for bona fide) Test for bona fide occupational requirements (discrimination on the job): 1. There has to be a rational explanation between the job requirements and the job itself. OK for gov of BC. 2. The employer has to believe in good faith (believe sincerely) that the employee cannot do the job without the requirements. Made to weed out bad faith boss that establishes impossible conditions to get rid of people. 3. Is the standard (or test) required for the job and if the boss makes an accommodation and allows the worker to stay on the job, will this cause undue hardship. Means that by saying yes to the worker, is the boss putting the worker and the others into danger or causing prejudice to people. a. Undue hardship putting life in dangers, or changing the structure so much such as the company may undergo financial stress. Manifestly unreasonable Think about the sushi restaurant example Granting of a privilege should not impede rights -No prejudice -Unreasonable decision

FLQ Case 1. Board removed Judge Therrien from the bench due to past convictions that were not even related to being judge. 2. Board argues that people who decide on verdict for court cases should be people of the highest integrity because of the nature of the job. 3. 18,2 doesnt apply to judicial office Company law Statutory sources are: 1. Civil code of Quebec (CCQ) 2. Quebec Companies Act 3. Canada Business Corporations Act (CBCA) Salomon vs Salomon 1. British court decided that there is a distinction between companies and shareholders 2. Shareholders are protected by a corporate veil Ways to go around the corporate veil (judgment is good for 10 years): 1. Banks may require borrowers to sign a caution (personal guarantee) solidarily. Bank may go after any owners for the full amount. 2. IF you go bankrupt you are forbidden to become a director of a company a. This includes professions like CA, lawyer, etc. until syndic gives an ok Incorporation 1. Can be done federally or provincially QCA (cheaper) or CBCA. Need a permit if you have the provincial incorporation and want to expand out of the province. 2. Every company needs directors and they dont necessarily need to be directors 3. If a company goes bankrupt, directors are responsible to pay for employees salaries up to 6 months.
Company Law civil code of Qubec (CCQ) Qubec companies act Canada business corporation act (CBCA)

Case of Salomon vs. Salomon Comes from the U.K. the highest British court determined that in law you had to distinct between a company and its shareholders (means gravity elevator Inc. manufactured, repair, that our company there is no such thing that work on its own. It function through people who feed it or work for it. This company has three shareholders Luigi, Sara, Jos; they own shareholders in the business. Now

unforturelly the state it is in the company is losing business in the US and customer is going somewhere else. This company is going through a crisis and cannot pay its bills therefore, is creditor is sending letters. The three shareholders speak to their account and we have debts of 1.2 million dollars. At least they can say thank god the company who is debt. They are going to be sued rubber which supplies them own money to their supplies but the creditor can only sue the company because Luigi and Sara and Jos are only the shareholders of the company. There liabilities are excluded. If the gravity cannot pay then they will be sued. The assets and debt is the company. In law we say, that the three shareholder they are protected by corporate veil (a piece of cloth that covers you and hide you from the rest of world) the bank will lend the 1.2 million to the company but when it comes to sign the contract to loan but when we lead the money to gravity and the three of them will sign in caution and guarantee personal that god forbid the gravity cannot make payment they will come to the three of them personal. Special when the bank says the three shareholder are guarantee solidairement solidarity (means the bank can go to anyone of them for the whole amount unless if there is a clause ) will send a Luigi a letter. Going after Luigi has to pay 600k from his own pocket and the bank has the 600k and does not care what he does after. Once your bankruptcy you are forbid from serving a director of a company. If you dont form a corporate you did not have a corporate veil. Should you do it municipal or federal? Is it cheaper to incorporate has a Qubec company than as federal company does not cost as much. Recommendation; If you want to expand across Canada you have to pay for the privileged of doing business down there. has got to have directors. The director does not have to be shareholders. Never get involved in a corporation that involves a signature. Not too the government its just a signature. If the company does not pay the sales tax/service tax, for example, then the govt goes after the directors personal. Your brother in law goes ahead and he decides to make loans from the company to other shareholders. Your brother in law lends him the money thats illegal. That money has to go back and the other creditor that demand that all the director are accounted to be reliable. If the company goes bankrupt, all of the director are responsible to pay the salary of the employee who have been paid six months. The brother in law says to the worker give me another two weeks and this goes on and on. However, there is no money. The law says the worker has to be protected and pay from your own pocket any unpaid salary six months. Dont sign unless your hands on.

Hmk. P55, 56,57 58 and article 309 famous veil codeafacitied vs saolman the company debt is the company debts and shareholders debt *p.55, 56, 57 know all articles (301- 328) p.58 Article 317 says that shareholder or director of company cannot seek refuge behind corporation veil in bad faith against third party. A classic example, a principal shareholders of the company, he is ordering purchase from you Im the supplier and he telling you that the company is unable to pay because it is having problem with money. Then you discover that he has taking merchandise from me and other companies and he is selling and depositing the money in his personal bank account and not putting it on his company account. He is a crook, he is taking merchandise and he doesnt pay for it and he coming forward Im sorry the company cannot pay its bills. Leave me out of it, Im only a shareholders this cannot be done. If you want to sue the guy personal you have to ask the court for permission. You must ask the court for permission to lift the corporate veil. Ask to court to say that this man can no long benefit dividing his own personal from his company. Example: You have few employees operating a mining company. There hire a couple of crooks and put out a failing report, that there is gold under the ground but its a lie. Under the lie they attract investment and lots of credit and equipment. They take the investor money, they declare dividends and sell their share for high profit. We are the shareholder of the magical mining company look at article 309 hiding behind the corporate veil and no look at 317 you are committing fraud when you are apply to article 317. You are suing two people: You have to sue the company whether or not youre going to collect, and you have to sue because you have contract with the company the invoice are directed, contract of sale is direct toward the company, but you also going to the directors the shareholders that rip you off because they lied and the lie was tailor made. If the shareholder doesnt know the directors take the shit 1. Ask to lift the veil; 2. Sue the company and the director, shareholders Actori incumbit probatiu: must prove it to the court abuse rights you take advantage of the situation Article 316: is similar to 317 but not quite the difference is crucial 317 talks about fraud, which victim from third parties and 316 talks about shareholders, directors who are delibated and willfully robbing their own company. These guys are not directly frauding suppliers, lenders what theyre doing is leading drying, there are steal from their own company aka imbeselment. 316 says if this happens, if a man

steal from his own company any interested person may apply to the court to put a stop to his negative behavior and force the director to put the money back. Who are interested parties? Could be the govt, however, shareholders (why do they have an interest? The shareholder has a stake in the company, the shareholders capacity to see a return on his invest directly to the company. Employee has an interest to achieving a salary or any creditor of the company is also the interested company. Landlord also has an interest. Anyone who stands to lose is interested. When you say interest what does this mean? They have financial connection in the issue involved. Legal interested means you have stake in the company, your own money is affected. Article 321: Article 322: The director has to put the company first because the company is useless. This means that in 323: the director is not allowed to keep the money in his own personal bank account. The director should not unless specify authorized by the company should not be a co-owner of the building in which the company does business, in other words, the director should also avoid finding herself in a conflict of interest you cannot be loyal to your company when your loyalty are divided your company rents a lot of space your have factory and office in Toronto and in NYC in principal u should not be a shareholder or an owner in the building in the company rents space because you can have a conflict of interest only if the board of director authorized it even if may be called upon to justify it. Always avoid conflict of interest, shareholders supplies walk up to you and ask you a question are you with us or with them? This is why company law is very clear. Example: Youre board of director of a company which is looking for financing. You are also the board of the RBC when board of director of your company and talks about looking for a loan what should you do? You should not be part of it; you should withdrawal you make sure it is written down. When board of director should have minute sheet and write in down for your own protection and in the minute and announcing that you cant participate because you are potential conflict of interest and tell them that youre the board of director of RBC and you leave the room until that topic is over. A director function is a person who is member of the board and her job is to plan a companys future to determine the direction that company should take to expand, or conversion decision that company should stay put to not invest. The director is basically in charge in the direction should the company should take. Directors makes big decisions on what should we borrow from the bank? Should we invest in 16 more

heavy trucks? Should we give up our lease instead of renting? Maybe another competitor that may be interest to take over. These decision lie upon the shoulder of the board of directors, which is why when you sell a piece of land to a company always ask for a piece of paper which is going to show that director have given approved for the acquisition for a piece of land this is called the resolution of the board of director. If you want to consider that the sell is valid Lee iaccoca If after the director quits or after he invited to leave he is not allowed to tell secret to other companies. It is said the director owns a fiduciary duty to his company. This duty continues to persist even after the director is no longer there. Based on article 322. 324: as soon as a director of conflict of interest this must be declared. This not offical fiduciary duty. Case: Canaero vs. OMalley. Zarzyki and Wells (important cases basic principals) Canaero was Canadian company which special in high tech skill. They send planes to the sky and take photos of land. OMalley (president) Zarrzyki (vice-p) and Wells work for canaero. One day it comes to attendance to Canaero the govt of Guyana required the services because the govt contract they take out ads which in newspaper add they invite company to come all over the world to submit a tend or a bid and simple language they are asking send us your best price and tells us how much the job is going to cost, tells us your track record and open all the paper and make a decision. So as soon the Canaero says here we can make money the three people start to put the numbers together send the numbers to Guyana and try to get this job. The three people started putting the package together before the govt made their decision, zarzyki, wells, OMalley quit and go off and started their own company. The company does the same thing of Canaero and they sit down without small and competing bid. They essential offered a bid direct completion for Canaero doesnt get the job. They find out that the three people sue them. And they said any money that you guys make with your money has to come to us. That money brings to us. The case going to supreme court of Canada, OMalley and zarzyki have 2 arguments excuse me judge we dont own anything to Canaero because we are director of board the company therefore we not have to prudence, diligence, article 322 in other words, the judge we are only offices so please dont start talking to me about fidurary duty only applies to directors of the company. If you look at the code it talks about director 2. Judge we dont own them anything because we know Canaero, we worked at Canaero was not going to get the contract because the Canaero didnt have

resource to pull the job off, because you cant give them what they going to get. Immediately dismissed, the judge says dont make us laugh, Canaero is like a race horse. They sabotage. You took all the knowledge of the company and used this knowledge for your company. 3. The superior court of Canada decided for the first time in a clear that the fiduciary duty does not apply to the director also applicable to office of the company and even to high ranking employees and position of great response. The higher position you are the high fiduciary duty you have. Sc said the disloyal to their former company because they invested and competive for an opportunity in which there current company is still interested. It would be different if Canaero had said to OMalley and zarayki guys scarp the deal stop what your doing let move to something else if the board of director tells another director or other office or another high rank employee that the deal is dead that OMalley and zarayki go after it.

Part 2 of July 21 notes When going to a lawyer specific mandate instead of general mandate (look over my money while I am gone, collect rent, repairs, etc). Need to have the power of attorney homologated in court if the mandator becomes incapable. Even if incorporate under CBCA and do business in QC, will still need to be under Quebec civil law if operates within QC. Piec Estate (mandate case) 1. Nephew forged a signature to take money from the aunt. 2. Piec never took such huge sum of money from the bank before 3. Bank gave the money regardless of how wrong it was just based on a signature 4. The bank said they acted in good faith so shouldnt be responsible 5. The bank looked at the signature and it matched the signature on the card? 6. judge says if a person is victim of a fraud, then the bank is responsible Labour law

Every job involves a contract. In civil law its very flexible so it doesnt necessarily have to be written down. Most company states in the contract: Information obtained within the company will never be divulged to a third party. (2088) This is already in the civil code useless to sign. Restrictive covenant (clause de non concurrence) a clause specifying that an employee cannot work for a competitor. The court is very skeptical about non-compete clauses. These restrictive covenants cover 3 areas: 1. Activity what am I not allowed to do? Which activities are being prohibited? a. It has to be reasonable (has to be specific and related to the company, it cannot be vague) 2. Where am I not allowed to do it? a. It has to be reasonable again 3. For how long must I not do it? a. In fast growing technology company, the longer the restriction the more unreasonable it becomes. If it is unclear then it is not valid. If one of the covenants is unreasonable then the whole clause becomes invalid. The covenant limits a persons ability to make money/living. a clause de non concurrence which contains an unreasonable clause is against public order. The leading authority is a case called Cameron vs Canadian Factors. THE BOSS HAS TO CONVINCE THE JUDGE THAT THE COVENANT IS REASONABLE