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Contempt - Corporations. Peoples Trust Company v. PSP Services Inc.
In Peoples Trust Company v. PSP Services Inc. (Ont CA, 2026) the Ontario Court of Appeal considers R60.11(6) ['Contempt Order - Where Corporation is in Contempt'], which allows the court, on the making of a corporate contempt finding, to also "impose liability on directors and officer who have not been found personally liable for the contempt of their corporations":[6] PTC sought an order that Mr. Gurizzan be held jointly and severally liable for PSP’s contempt, relying on r. 60.11(6) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, which provides:Where a corporation is in contempt, the judge may also make an order under subrule (5) against any officer or director of the corporation and may grant leave to issue a writ of sequestration under rule 60.09 against his or her property. [7] Justice Chalmers declined to make the order finding Mr. Gurizzan personally liable on the basis that he is not a defendant and a finding of contempt had not been made against him:Mr. Gurizzan is not a Defendant in the action. In my endorsement dated January 3, 2025, I did not make a finding of contempt as against Mr. Gurizzan personally. In the absence of a finding that Mr. Gurizzan was personally liable in contempt, I am not prepared to impose a penalty on him personally. ....
[17] We agree with PTC that the motion judge appears to have misunderstood the legal basis for making the order it sought , that Mr. Gurizzan be held jointly and severally liable for the financial penalties imposed on PSP.
[18] The motion judge dismissed the motion on the basis that Mr. Gurizzan had not been found personally liable for the contempt. But the purpose of r. 60.11(6) is to allow courts to impose liability on directors and officer who have not been found personally liable for the contempt of their corporations. Had Mr. Gurizzan been found personally liable for contempt, there would have been no reason for PTC to proceed under r. 60.11(6). If a finding of personal liability for contempt were a prerequisite to making an order under r. 60.11(6), then the rule would serve no purpose.
[19] PTC asks this court to make the order of joint and several liability. We are not in a position to do so on this record. There are insufficient findings as to Mr. Gurizzan’s involvement as the sole officer and director of PSP in PSP’s acts of contempt in order to determine whether an order under r. 60.11(6) is appropriate. The better course is to remit the issue back for determination by the motion judge.
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