Tran v. Bloorston Farms Ltd.: Revisiting Foss v. Harbottle — Can an Individual Shareholder and the Company Sue Separately for Losses

Summary

This practice note discusses the decision of the Ontario Court of Appeal in Tran v. Bloorston Farms Ltd. ("Tran"), which revisited the 1843 United Kingdom Privy Council case of Foss v. Harbottle ("Foss") and addressed whether both an individual shareholder and a company can sue separately for losses suffered under a commercial lease. First, this practice note outlines the law as it was established in Foss, including the limited exceptions to the rule. It then reviews the facts and the legal analysis in the Tran case in some detail. Finally, this practice note discusses the practical implications of the Tran case for real estate practitioners in Ontario.