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Self-Representation of Corporations in Superior Court

Rule 15.01(2) of the Rules of Civil Procedure states that:

A party to a proceeding that is a corporation shall be represented by a lawyer, except with leave of the Court.

This means that for a company to to be represented by an owner or executive in Superior Court (claims over $35,000 as of January 1, 2020), the company needs to bring a motion and get a Court order. This rule does not apply to Small Claims Court (claims up to $35,000).

The policy rationale is to ensure the person who represents a company will act in the best interests of the company and to avoid having a rogue shareholder represent a company and do what’s best for that shareholder and not other shareholders.

The Rules of Civil Procedure are not set up well to deal with this rule, because it is often necessary for small corporations to issue a statement of claim or serve and file a statement of defence with a non-lawyer representative, thereby breaching rule 15.01 (2) and after doing so bring a motion for a Court order.

The historic test on whether to give a corporation permission to self represent is outlined in the Astrochrome Crankshaft case where the Court looked at the seniority of the proposed representative, the nature of the action and the ability of the proposed representative.

Any company seeking approval to self-represent will want to review the case of Lamond and Smith, which shoots down a number of historical reasons why corporations cannot be self-represented and grants small business owner Mr. Smith the right to represent his small company.

The steps in bringing a motion for leave to have a company be self-represented are as follows:

  1. Draft the Court order.
  2. Seek the consent of all other parties or ask if they will be unopposed.
  3. Schedule the motion on notice to all other parties (who may or may not attend depending on whether they consent or are unopposed).
  4. Draft the motion record, which should have an affidavit that explains who the shareholders, directors and officers are and provides details about the proposed corporate representative and their education, work history and role at the corporation.
  5. Serve and file the motion record.
  6. Confirm the motion.
  7. Attend the hearing.

Hassell Trial Counsel has developed a set of user-friendly precedent motion materials for motions to represent a company. We also offer limited scope legal advice to corporations that are self-represented. Please contact us for a quote for motion materials or limited scope advice.

This article is courtesy of the Ontario Civil Trial Manual

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This manual is trial information, not trial legal advice.

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