The Legislature Strikes Back: The Effect of Ontario’s Bill 152 on the Statutory Duty of Care in the Peoples Decision
Bibliographic record
Abstract
In this article, the author critically analyzes the Supreme Court of Canada’s decision in Peoples Department Stores Inc. v. Wise. This decision interpreted s. 122(1) of the Canada Business Corporations Act in a way so as to declare that it was “obvious” that the duty of care placed on directors and officers is owed to a broad range of beneficiaries, including creditors. The author argues that the decision, while defensible, was neither “obvious” nor was it appropriate. The amendments to the Ontario Business Corporations Act may come closer to the intentions of Parliament in passing the Canada Business Corporations Act. Furthermore, the rules of statutory interpretation are employed to demonstrate that the broadened duty of care found by the Supreme Court may actually cause directors and officers to be more self-interested, rather than putting the interests of the corporation ahead of their own. Such a change in approach may lead to statutory absurdity or a violation of the presumption against tautology. Therefore, a narrower duty of care, owed only to the corporation, as enacted by the Ontario legislature, should be recognized.
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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 | 0.002 | 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 | 0.001 | 0.000 |
| Scholarly communication | 0.000 | 0.000 |
| Open science | 0.001 | 0.000 |
| Research integrity | 0.000 | 0.000 |
| Insufficient payload (model declined to judge) | 0.000 | 0.000 |
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".