2010 QCCQ 11694, 2010 QCCQ 11694

Clarke Boudreault c. Davies 2010 QCCQ 11694 COURT OF QUÉBEC Small Claims CANADA PROVINCE OF QUÉBEC DISTRICT OF GASPÉ LOCALITY OF HAVRE-AUBERT Civil Division No. 115-32-000054-105 DATE: December 17 2010. PRESENT: THE HONOURABLE JEAN-PAUL DECOSTE J.C.Q. MARGARET CONSTANCE CLARKE BOUDREAULT [...] Calgary, Alberta [...] Plaintiff v.

JOY DAVIES [...] Grosse-Île, Îles-de-la-Madeleine (Québec) […] and DONNA DAVIES […] Old-Harry, Îles-de-la-Madeleine (Québec) […] and FAYE TAKER […] Grosse-Île, Îles-de-la-Madeleine (Québec) […] and GÉRALDINE BURKE [...] Old-Harry, Îles-de-la-Madeleine (Québec) [...] and PATRICIA CLARK [...] Grosse-Île, Îles-de-la-Madeleine [...] (Québec) […] and ROBINA GOODWIN [...] Grosse-Île, Îles-de-la-Madeleine (Québec) […] Defendants JUDGMENT [ 1 ] The plaintiff’s action against the defendants is for $7000, and based on the following facts. THE FACTS

[ 2 ] The municipality of Grosse-Île, in Magdalen Island, is made up almost exclusively of Anglophones. Thus, a newspaper named The First Informer was created for the community, which has a population of less than 1000 souls. A company was then formed under the provisions of

Part III of the Companies Act . [ 3 ] The plaintiff held the position of president until December 12, 2006. At that time, a resolution of the board of directors relieved her of her duties.

Then new members joined the new board of directors, some of whom are here summoned as co-defendants. [ 4 ] The new members of the board of directors neglected to inform certain government agencies, in particular, the "Registraire des entreprises du Québec", Revenu Québec, the Canada Revenue Agency, and certain suppliers for the company, such as Hydro- Québec, within a reasonable time, that the plaintiff was no longer on the company’s board of directors.

That situation resulted in a host of unpleasant consequences for the plaintiff, who feared she would have to personally assume some of the claims issued in her name. In fact, certain legislative provisions may impose on administrators the obligation to pay certain expenses (for example, deductions at source and sales tax) in the event of negligence on their

part in completing certain statutory forms. Fortunately, she did not have to pay any of those claims. [ 5 ] However, instead of the plaintiff taking steps herself to inform the various government agencies that she was no longer on the board of directors, she persisted in communicating with the new members of the company’s board of directors, and sent them numerous letters, in addition contacting them by phone. Since the new secretary of the company was not very familiar with the provisions of

Part III of the Companies Act , she only notified Revenue Canada of her new position in April 2007, and the other government agencies were informed much later. In fact, some of those notices were sent only after receipt of a formal notice prepared by an attorney. [ 6 ] Let me conclude by adding that the relationship and relations between the plaintiff and the defendants were somewhat strained; the latter subtly attempted to establish that the company was badly managed by the plaintiff during her term, which was neitheir established, nor relevant at all.

The Court noted that each party was honest and acted in good faith, but was not very familiar with company administration and/or management. THE PLAINTIFF’S CLAIM [ 7 ] The plaintiff became so worried about her situation that she no longer knew who to contact. She finally consulted an attorney, who decided to have the formal notices served on the defendants by a bailiff, resulting in a $250.42 bill… The plaintiff believes that the problems, worries, trouble and moral damage can only be compensated by payment of the sum of $8856.11, which she reduced to $7000.

THE DEFENDANTS [ 8 ] The defendants contested the claim and contended that the plaintiff mismanaged the affairs of The First Informer , but no serious evidence was presented to support that theory. The defendants appealed in a cross demand, and claimed in turn the sum of $7000, alleging that the plaintiff harassed them and showed bad faith. CONCLUSION [ 9 ] Neither the principal demand nor the cross demands are founded in law. If either party had consulted an accountant, notary or attorney, all of the fuss and squabbling could have been avoided.

Management of a company requires the respect of certain rules that, unfortunately, not all persons are familiar with. [ 10 ] The plaintiff could have, of her own initiative, notified all of the agencies and/or businesses who dealt with The First Informer , without waiting for the new members of the board of directors to do so. As for the defendants, they were not familiar with the procedures involved in managing a company and did not understand them any better; however, their failure to send the usual notices cannot be considered as a fault incurring civil liability.

THEREFORE: [ 11 ] The plaintiff’s motion is dismissed. [ 12 ] The defendants’ cross demand is dismissed. [ 13 ] Each party will pay his or her own costs. JEAN-PAUL DECOSTE J.C.Q. Date of hearing: October 27, 2010