ALPC Housing Solutions Inc. v. Martin, 2017 NSSC 49 (CanLII) The facts were as follows

 [l] Bryony House is a transition house which provides shelter to women and their children in Halifax, Nova Scotia. In 2013 its Board of Directors was considering a capital campaign to raise funds to expand the facility. Through Maria Sancho, a former resident of Bryony House, ALPC Housing Solutions Inc., (ALPC) became involved in the project. Kris Martin, a director of ALPC, suggested her home at 205 Willowhill Ridge, Waverley, Nova Scotia be the main prize. 

[2] Since their marriage, Ms. Martin and her husband Jacques Martin built houses, sold them and moved. Jacques Martin, who held legal title to the home, sold it to Bryony House for $1,075,000 plus adjustments. After the draw, Ms. Martin negotiated with the winners to repurchase the home. One week after the draw, Mr. Martin repurchased the home from the winners for $621,500.

[3] ALPC alleges Ms. Martin breached her fiduciary duty to it and seeks a declaration Jacques Martin holds the property at 205 Willowhill Ridge as a constructive trustee for ALPC and an order for the sale of the property to liquidate the amount to be paid to ALPC; for an order for an accounting and payment to ALPC; an order for Jacques Martin to convey the property to ALPC; an order for disgorgement of the profits of Jacques Martin and Kris Martin and general damages.

 [4] Mr. and Ms. Martin seek dismissal of the action and damages for slander of title... At issue here is the duty of a director to a corporation. A company director has fiduciary duties to the company of which he or she is a director. That means that the director has a duty of loyalty, good faith, honesty and avoidance of conflict of duty and self-interest, and to ensure that he or she does not act in a way that is detrimental to the corporation. Here the judge found that the defendant Martin had breached that fiduciary duty. 

Do you think the decision might have been different if instead of being a director, the defendant Martin was only a shareholder?

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