Canada's Supreme Court rules no fiduciary obligation towards creditors on insolvency—Peoples Department Stores v. Wise
Bibliographic record
Abstract
In Canada, the law is now clear that directors and officers do not owe a fiduciary duty to creditors at the point of insolvency pursuant to corporate and insolvency laws. The Supreme Court of Canada in Peoples Department Stores Inc. v. Wise ruled that the duty of directors and officers under the Canada Business Corporations Act (CBCA) does not change when the corporation is in financial distress and that directors and officers owe their fiduciary duties solely to the corporation at all times.1 The judgment, which is likely to be the only declaration of Canada's highest court on this issue for some time, leaves a number of unanswered questions for directors and those advising directors of the extent of their obligations both in and outside of insolvency. The Court did find that directors owe a duty of care to creditors, but no fiduciary obligation. The judgment changed the standard of assessment of the duty of care to a purely objective test; enshrined the business judgment rule in Canada; may have provided greater access to the oppression remedy for creditors; and provided direction on the meaning of ‘privy’ with respect to reviewable transactions under the Bankruptcy and Insolvency Act (BIA).2 These issues are canvassed in this brief case comment. Copyright © 2006 John Wiley & Sons, Ltd. 1 Peoples Department Stores Inc. v. Wise 2004 SCC 68; Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (CBCA). 2 Canada Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (BIA).
Fetched live from OpenAlex and de-inverted. Abstracts are not stored in this database: the inverted indexes are 8.6 GB of the frame’s 9.3 GB of text, and the host has 13 GB free.
How this classification was reachedexpand
Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.000 | 0.000 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.000 | 0.000 |
| Science and technology studies | 0.000 | 0.000 |
| Scholarly communication | 0.000 | 0.001 |
| Open science | 0.001 | 0.000 |
| Research integrity | 0.000 | 0.000 |
| Insufficient payload (model declined to judge) | 0.001 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one teacher head, not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".