Bijural Terminology Records

Common Law

principal

Civil Law

mandator

Title of the Legislative Text

Canada Business Corporations Act, R.S.C., 1985, c. C-44

Provision

75. An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them according to the instructions of their principal is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

Problem

Only common law terminology ("principal") is used in the English version.

The term "mandant" is appropriate for both civil and common law in French.

Solution

In the English version, "or mandator" is added.

Harmonized Provision

(Amendment to the English version only)

75. An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

Federal Law-Civil Law Harmonization Act, No. 3, S.C. 2011, c. 21, s. 38.

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