At trial, plaintiff pleaded that plaintiff had contract with both company and defendant personally. There was discrepancy in spelling of name of defendant’s company. Plaintiff had contracted with company under misspelled name of company. Trial judge’s key finding was that because company that plaintiff contracted with did not exist as corporation, it was not entitled to carry on business. Defendant was found personally liable by trial judge. Defendant appealed judgment against finding of personal liability. Appeal granted. Having relied only on fact that corporation did not exist was error in law. Trial judge rectified plaintiff’s contract so it was with correct company. However, if company existed for purpose of judgment it existed for purpose of contract. Having had made that rectification trial judge erred in law in finding defendant personally liable.
Heshmati v. Memarzadeh (2017), 2017 CarswellOnt 16871, 2017 ONSC 6547, Spies J. (Ont. Div. Ct.).