Can a director or officer of a corporation force the corporation to sign a contract?
Ontario, Canada
The following excerpt is from Horfil Holding Corp. v. Queens Walk Inc., 2019 ONSC 1381 (CanLII):
The Court of Appeal went on to say that a corporation’s directors or officers may cause it to sign a contract, since a corporation can only operate through human agents. However, this does not mean that “if the actions of the directing minds are found wanting, that personal liability will flow through the corporation to those who caused it to act as it did”: Montreal Trust v. Scotia McLeod, at paras. 25-26.
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