Does a director owe a duty to another director not to cause harm?

Ontario, Canada


The following excerpt is from Salesco Limited v. Lee Paige, 2007 CanLII 37463 (ON SC):

A director of a corporation may owe a duty to another director not to cause harm. Galligan J. reasoned in Beamish v. Solnick Estate, [1980] O.J. 87 (Ont. S.C.)(QL) at para. 21: In my opinion, if a director of a corporation acts in contravention of his duties to the corporation under Section 144 of The Business Corporations Act, and when so doing, he knows or ought to know that his conduct not only is against the best interests of the corporation, but will also subject another director to a risk of special harm or damage quite apart from the damage suffered by the corporation, then in my opinion he owes a duty to that other director as well as to the corporation, not to subject him to special harm or damage.

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