Re Matthew Guy Carriage and Automobile Co. (Decision No. 2.)
Directors' Remuneration & Quantum Meruit
Summary
This case addresses whether directors performing manual and clerical work in non-official capacities can claim remuneration via quantum meruit and whether such payments require shareholder approval under section 88 of the Ontario Companies Act. The court adopted a broad interpretation of the statute to ensure shareholder oversight and inferred an intent to remunerate based on the circumstances of the services rendered.
Outcome
Courts adopt a broad interpretation of section 88 to prevent directors from evading shareholder oversight and apply the principle of quantum meruit for non-official services.
Key Factors
- directors' remuneration
- shareholder approval
- quantum meruit
- non-official capacities
- Ontario Companies Act
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