The (Corporate) Mind Is Its Own Place

As important as corporations are to modern commerce, Courts have long struggled with how to make these fictional persons responsible for their actions when allegations against them require the Court to assess their state of mind. The problem is as old as the modern corporation, and can cause exasperation when corporations fail, leading Lord Chancellor Thurlow in the 18th century to remark that a corporation, being a fiction, "has neither a body to kick, nor soul to be damned."

On October 11, 2024, the Supreme Court of Canada released two important decisions grappling with the failure of corporations involved in significant wrongdoing. In Aquino v Bondfield Construction Co ("Bondfield"), the Court addressed when the intention of a corporation's directing mind can be attributed to the corporation for the purpose of setting aside certain payments as transfers at undervalue under the Bankruptcy and Insolvency Act ("BIA"). In Scott v Golden Oaks Enterprises Inc ("Golden