The Ontario Court of Appeal has recently confirmed that
it will pierce the "corporate veil" where a company is
used for an "illegal, fraudulent or improper purpose".
The Court rejected the argument that the corporate veil should only
be pierced where the corporation's "comp any
structure" is used to avoid or conceal liability for an
impropriety.
In Shoppers Drug Mart Inc. v. 6470360 Canada Inc., 2014
ONCA 85, per Pepall J.A., the plaintiff, Shoppers Drug Mart Inc.
("Shoppers") contracted with the defendant Energyshop
Consulting Inc. ("Energyshop") to manage and pay utility
bills for Shoppers' stores on a nationwide basis (the
"Contract").
The individual defendant, Michael Wayne Beamish
("Beamish"), described himself as "President"
of Energyshop. At the time of the contract, Energyshop was not
incorporated. The parties never formally executed the Contract, but
both Shoppers and the defendants agreed that it was binding on
them. Several weeks after entering into
