



COURT OF APPEAL FOR ONTARIO

CITATION: Drive Auto Group Inc. v. David Hay
    Limited (Fix Auto Richmond Hill), 2022 ONCA 239

DATE: 20220324

DOCKET: C69712

Strathy C.J.O., Coroza and
    George JJ.A.

BETWEEN

Drive
    Auto Group Inc.

Plaintiff (Respondent)

and

David Hay Limited c.o.b. as
    Fix Auto Richmond Hill,

and as Centre Hill Collision
    and as Town Auto Body

9743839 Canada Limited c.o.b. as
    Fix Auto Thornhill, and as Carstar

Thornhill and as Antica Auto
    Body Collision and Glass

2508774 Ontario Ltd. c.o.b. as
    Fix Auto Oak Ridges,

9033955 Canada Limited c.o.b. as
    Collision Repair

Experts Toronto North and as
    Carstar Willowdale, and as

Carstar Willowdale (L&G),
    Doublesee Collision Etobicoke Inc.

c.o.b. as Collision Repair
    Experts Toronto West

and as Collision Repair
    Experts, 2635063 Ontario Ltd.

c.o.b. as Fix Auto Oak
    Richmond Hill,

and
Amir
    Tajbakhsh also known as Tony Taj and c.o.b. as Collision Repair Experts Toronto

Defendants (
Appellant
)

Richard Quance and Katherine Lee, for
    the appellant

Paul Feldman, for the respondent

Heard: March 17, 2022 by video conference

On appeal from the judgment of Justice William
    S. Chalmers of the Superior Court of Justice, dated May 21, 2021, with reasons dated
    July 2, 2021 and reported at 2021 ONSC 5074.

REASONS FOR DECISION

[1]

The appellant appeals a judgment in the amount
    of $140,621.52 plus prejudgment interest and costs on eleven cheques payable to
    the respondent, which were dishonoured. The only issue on the summary judgment
    motion was whether the appellant was personally liable on the cheques he signed
    in the name of Collision Repair Experts Toronto. The motion judge concluded
    that the matter was appropriate for summary judgment because the record
    permitted him to make the necessary findings of fact and to apply the law. Summary
    judgment was also the most proportionate, expeditious and less expensive means
    to achieve a just result. Applying the law to the undisputed facts, the motion
    judge found the appellant liable as the drawer of the dishonoured cheques
    pursuant to s. 94(2) of the
Bills of Exchange Act
, R.S.C. 1985, c. B-4
    (the 
BEA
).

[2]

The appellant submits the motion judge erred
    because he did not intend to incur personal liability as he was signing on
    behalf of 9033955 Canada Limited, of which he was the directing mind, and which
    carried on business under the name and style Collision Repair Experts Toronto
North
. He submits that due to the relationship between
    the parties, the respondent knew that it was contracting with the corporation
    and not with him in his personal capacity.

[3]

We do not accept this submission. The
BEA
is a complete answer to the appellants argument. Section 131(1) of the
BEA
provides that [w]here a person signs a bill in a trade-name or assumed name,
    he is liable thereon as if he had signed it in his own name. The appellant
    signed cheques under an unregistered trade name and he thereby became
    personally liable on the cheques. The name Collision Repair Experts Toronto
    was not the name under which 9033955 Canada Limited carried on business. The
    case of
K & S Plumbing & Heating Ltd. v. Troughton (c.o.b. T.F.D.
    2000)
, [2003] O.J. No. 4564 (S.C.), relied on by the appellant, was not a
    bills of exchange case and has no application to the appellants liability on
    cheques he signed.

[4]

As the motion judge observed, at para. 18, The
    purpose of the [
Bills of Exchange Act
] is to provide certainty in
    upholding negotiable instruments. It is the responsibility of the person
    signing the instrument to ensure that it properly reflects the name of the
    corporate entity. The scheme of the
BEA
is supported by s. 2(1) of
    the
Business Names Act
, R.S.O. 1990, c. B.17, which provides that, No
    corporation shall carry on business or identify itself to the public under a
    name other than its corporate name unless the name is registered by that
    corporation. See also:
Canada Business Corporations Act
, R.S.C. 1985,
    c. C-44, s. 10(5), which requires that a corporation set out its name in
    legible characters in, among other things, all negotiable instruments.

[5]

In sum, the appellant was the directing mind of several
    companies which carried on business under a number of trade names. He signed
    cheques under a trade name that was not registered to any of the corporations
    and thereby became liable on those cheques pursuant to operation of the
BEA
.

[6]

The appeal is dismissed with costs fixed at the
    agreed amount of $8,000, inclusive of disbursements, plus H.S.T.

G.R.
    Strathy C.J.O.

S.
    Coroza J.A.

J.
    George J.A.


