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#17435
INDOOR MANAGEMENT DEFENCE - better use it timely. YCC62 v Superior 2013 2013/05/08 13:35  
Directors should discuss this with their counsel.This is not legal advice. Ask your Corporation's counsel.

Better use - on a TIMELY BASIS - your condo corporation's exemption from the famous "Indoor Management Rule" -eg background previous explanatory see ROGERS v Carleton CC # 53 2005 ONSC and articles by lawyers Nancy Houle, Robert Gardiner, Ray Mikkola; comments by Gerry Hyman etc.

Maybe another condo legal biggy from Town of Hogs :

YCC #62 v Superior Energy Mgt Gas LP 2013 ONSC 2615 issued May 6 2013 http://www.canlii.org/en/on/onsc/doc/2013/2013onsc2615/2013onsc2615.html

Cases cited/referenced do NOT include ROGERS v Carleton CC # 53 2005 ONSC nor any overt condo/strata cases.

Justice Goldstein describes the “Indoor Management Rule” general exemption for Ontario condos, but writes that counsels have agreed that the ONLY issue would be discoverability calculation /( un-) timeliness under Limitations Act 2002 .

Here rules for energy supplier middleman SUPERIOR: despite YCC 62’s immediate shrieks & even formal regulatory complaints, Condo corp was UNTIMELY in formally starting litigation to escape the alleged commitment signed by its then property manager without BoD Resolution.

Condo Corp shrieked immediately that electricity fixed price agreement - distinct from GAS - had been signed without required prior authorizing Resolution !

BUT here held start formal litigation too late ( Limitations Act 2002 ). Apparently now cannot sit on it if you wannna use that defence to persuade a court to let you out of the unauthorized alleged contract . . . Mere shrieking and filing to regulators is held not enough to beat the discoverability clock.

Judgment does NOT discuss management agreement nor nature of whatever former property manager’s authority / EMPLOYEE ? in the notorious unauthorized role of Turquand 1856 ).

Wouldn't you have argued that HOW could an agreement - void from the start - be somehow now binding ? . . . Note that unlike good old Ted Rogers' crew in ROGERS v Carleton CC # 53 2005 ONSC, this ain't about telecommunications wars. This dispute was about the conversion to fixed pricing of an ESSENTIAL - fixed pricing of electricity.

It was not signed at doorstep by a blind 95 year old in a wheelchair now trying to escape a 30 year DANCE lessons contract. It is not about parents now trying to get their 14 year old out of alleged contract to divert his college funds into buying a $ 100,000 Porsche. . . You are not trying to escape from your pussycat's alleged misuse of your VISA card to order tons of catnip as soon as you left for the barnyard . .

What could this judicial approach mean for the Channel alleged fraud lawsuits where contracted management company might - ? - have been brandishing registered but phony Resolutions under the condo corporations' corporate seal ? Stay tuned
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#17883
York CC62 v Superior INDOOR MANAGEMENTexemption DEFENCE CAN FAIL 2013/12/31 02:04  
ONCA Dec 24/13 YCC#62 v Superior 2013 ONCA 789 http://canlii.ca/t/g2g0f
Get insured LSUC legal advice. This ain't it

In Rogers v Carleton CC #53 2005 the Indoor Management Rule exemption was upheld as condo corp’s DEFENCE against outrageous Rogers cable entertainment telecom ensnarement – NON ESSENTIAL ( Old fart DIRECTOR got suckered or whatever the #$!** into un-Resolutioned secret buckshee signature of exclusionary slam-dunk dishonest master cable agreement).

Unlike Rogers, this 2013 judgment is about AN ESSENTIAL, notably one already paid and consumed under a price setting agreement signed by your property manager, not some old Fart. With or without capacity to contract, essentials consumed have to be paid. Judge Judy : You went to the restaurant. You ordered. You ate. Now you have to pay ! So Pay already !

Ironically consistent with Rogers v CCC#53 judges's comment “This rule has no application to condominium corporations“, in YCC 62 v Superior 2013 ONCA now confirms the exemption defence can be itself beaten by Limitations Act 2002. Condo corp tried to use it to void its ex-property manager’s unauthorized execution & now get refund of already paid alleged overcharges fixed over-pricing of an ESSENTIAL – natural gas utility agreement. Its ex-property manager signed unilaterally & without Resolution - ignorance or ? unknown.

ONCA in YCC 62 v Superior now confirms lower court ruling : condo corp had waited too long to now sue for overthrow of the pricing of this essential commodity, even though condo corp initially argued that signature was illegal ( does not use the phrase “Indoor Management Rule exemption” nor even cite Rogers v Carleton CC 53 2005) :


At canlii Rogers Cable Communications Inc. v. Carleton CC # 53, 2005 CanLII 5862 (ON S.C.) : “This rule has no application to condominium corporations. (See Winfair Holdings (Lagoon City) v. Simcoe Condominium Corp. No. 46, [1998] O.J. No. 5022 (O.C.A.) and Re Carleton Condominium Corp. No. 279 and Rochon et al. (1987), 59 O.R. (2d) at 545 (O.C.A.)”- some not at canlii
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#17884
Re:INDOOR MANAGEMENT DEFENCE - better use it timely. YCC62 v Superior 2013 2013/12/31 10:18  
This suggests Ontario's civil courts may feel comfort about its being used as a 'SHIELD' but not as a 'SWORD'.

Certainly not as a SWORD where the exemption is sought to escape paying fair market value for essentials like natural gas.

Not where untimely claims are being brought forward, maybe not where the unauthorized execution is essentially only bad choice outcome risked by your property management employee or PMC rather than some Old Fart too lazy or incompetent to read.

Happy New Year from HOA/POA land in Lanark County.
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#17885
Re:INDOOR MANAGEMENT DEFENCE - better use it timely. YCC62 v Superior 2013 2014/01/01 11:52  
Well respected lawyer Mr Michael Clifton LLB (Clifton Kok LLP Ayr/Kitchener) has just Dec 31/13 posted at Condo-Ology Forum, an excellent comment about the above, which is appreciated.

It is reproduced below and will be addressed here and at Condo-ology as soon as the text reply can be word-processed and proof-read.

That may be later today or tomorrow. Happy New Year to all, from Lanark County

Mr Sifton at Condo-Ology :

"Bob, you'd better show us exactly where in the judgement you believe the "Indoor Management Exemption" is determined to have failed.

It appears to me that the only issue here was the limitation period (in fact, the judge in the original judgement even says, "Pursuant to the agreement of counsel, the hearing before me was limited to the issue of whether or not the Application is barred by s. 4 and s. 5 of the Limitations Act.") and the "Indoor Management Exemption Defense" is not undermined in the least."
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#17886
INDOOR MANAGEMENT DEFENCE - better use it timely. YCC62 v Superior 2013 2014/01/01 17:25  
As noted upfront at Cafcor several times, neither judgment labels YCC#62’s ‘No Contract at all’ defence as the” Indoor Management Rule exemption”. Neither even cites nor qualifies Rogers Cable vs. Carleton CC # 53 (2005) nor Winfair v. Simcoe CC 46 [1998] ONCA, nor Carleton CC # 279 v Rochon (1987), nor Turquand 1856.

And neither DIRECTLY rules whether - if filed timely - YCC 62 could have got the Resolution-less document voided. ( All the bucks ride on discoverability timing ).

Was this “never contractually bound at all ” position the Indoor Management Rule exemption ? In the Superior Ct judgment YCC 62 is indicated to describe the document as ‘void’ 4 times and the judgment applies ‘invalidity’ terminology 6 times. ONCA cites the ‘void’ adjective twice more.

In Rogers 2005 to trump a $1 M ensnarement claim, the actually cited theory was filed within a year of Resolution-less buckshee execution by a single Director of dubious ability. ONCA itself in Winfair 1998 refused to let the actually cited theory be ironically turned back around onto the condo corp itself, where such could have undermined a Resolution-less, paid RoW licence agreement to access the common elements.

Neither 2013 judgment accepts that whatever YCC 62’s theory is called, it should be allowed to leapfrog over the Limitations Act 2002. ONCA : (5) ...This is . . . a claim that the contract never existed. The appellants had two years from the date they discovered that claim to assert it and they failed to do so.”

Here management itself executes, and filing occurs into 4 years of a 5 year essential commodity price- setting. Maybe YCC 62 just gambled & lost. Whatever, ‘never contractually bound at all in the first place ’ gets qualified by ‘better file timely’. But I could be wrong. Thanks for the feed back and invite more comment.
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#17887
Re:INDOOR MANAGEMENT DEFENCE - better use it timely. YCC62 v Superior 2013 2014/01/01 17:27  
from Wikipedia :

Royal British Bank v Turquand (1856) 6 E&B 327 is a UK company law case that held people transacting with companies are entitled to assume that internal company rules are complied with, even if they are not. This "indoor management rule" or the "Rule in Turquand's Case" is applicable in most of the common law world. It originally mitigated the harshness of the constructive notice doctrine, and in the UK it is now supplemented by the Companies Act 2006 sections 39-41.


( but where could as much chaotic harm be done than in some condos, stratas, POAs etc ? )
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#17888
INDOOR MANAGEMENT exemption DEFENCE - better use it timely. YCC62 v Superior 2013 2014/01/01 22:01  
additional comment at Condo-Ology :

Mr Michael Clifton LLB (Clifton-Kok LLP )
Founder/Producer of Strummerfest 2013

:I could also be wrong, but I think you are making more of this, and more complexity of it, than is needed. It appears to me to be a limitations case and not one that addresses, either to affirm or to weaken, the indoor management rule exception that applies to condominiums. I see nothing in the case law cited by you that has any effect other than to affirm the exception. Of course, it is New Year's Day, and there is a great deal of distraction around me but that remains my view of it at this time."



Comment and others much appreciated. Hope Directors keep on top of this stuff and get advice from counsel before anything drags too long. Here :

"Our condo corp did not legally contract for this. We want our over-charges back."

Gets trumped by

"You filed your claim too late ! " ( 2 year general cut-off )

Happy New Year
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#17889
Carleton CC # 279 v ROCHON 1987 famous precedent now online at canlii 2014/01/04 20:12  
For those Indoor Management Rule Exemption fans :

Canlii has NOW finally managed to corral - amongst the strays wandering the spiritual prairie of pre-2001 judgments - the famous “re Carleton CC # 279 & Rochon et al 1987" canlii 4222 (ONCA) issued May 1 1987.


Formal BoD authorization gets toileted for violating Declaration

Overthrowing Ottawa lower court decision, ONCA ordered removal from multi-story rooftop common element above ROCHON penthouse, of their 12 foot high PRIVATE /personal satellite tower & dish ( old ones from that era were gigantic ! Rochons had bought directly from Declarant - and immediately erected the big personal rooftop installation with documented purported authorization expressly in writing by the Declarant-controlled FIRST Board ( aka “sweetheart ” board ).

The ROCHON trespass was not even on exclusive use common area but genuine common element exterior roof requiring Declaration amendment for such change ! The words “indoor management rule” do NOT appear anywhere nor “Turquand”. These trespassers actually had been 'authorized' by the Declarant’s “First Board” ! but 2nd board/turnover board immediately drew its guns & started shooting . . .

http://canlii.ca/t/g1bsw
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#18944
INDOOR MANAGEMENT weapon shaky or useless to condo beefers YCC62 v Superior 2013 2019/03/09 11:59  
Followup : S.C.C. Feb 2019 refused to hear Robin Goertz’ s appeal of Saskatchewan Court of Appeal decision against him, which said that Indoor Management Rule does not apply to Sask condo corps which are are “creatures of statute”.

( But Sask C/A did discuss & hold that complainant- unfriendly Business Judgement Rule can apply. )

Goertz v Owners Condo Plan # 98SA12401 ( 2019 ) 14406 (SCC) issued Feb 28/19 http://canlii.ca/t/hxrm7 .


please SEE cafcor Out of Province forum topic :

“SECURITY DEPOSITS imposed by condo corp target RENTED UNITS only - Sask by-law upheld not oppressive” http://ontario.cafcor.org/index.php?option=com_fireboard&Itemid=46&func=view&catid=11&id=18942#18942
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