In its recent decision in Yaiguaje v. Chevron Corporation, 2018 ONCA 472, the Court of Appeal clarifies the interpretation of the Execution Act, R.S.O., 1990, c. E.24, and reiterates the test for piercing the corporate veil in the context of the enforcement of a judgment. While the decision reinforces the long-standing principle of corporate separateness, it also raises certain questions regarding the role of equity in piercing the corporate veil to enforce a valid judgment.
The appellants did not allege any wrongdoing against Chevron Canada, but pleaded that because Chevron Corporation wholly owned and controlled Chevron Canada, it beneficially owned Chevron Canada’s assets. Therefore, it argued that Chevron Canada’s assets were exigible pursuant to s. 18(1) of the Execution Act, as they constituted “any legal, equitable or other right… whether direct or indirect” of Chevron Corporation.
The Court specifically addressed the policy implications of granting the relief sought by the appellants, stating that various stakeholders rely on the corporate separateness doctrine. Such stakeholders should have a reasonable expectation that when they do business with a Canadian corporation, they need only consider the liabilities of that corporation, and not the liabilities of a related corporation.
Therefore, the Court held that the appellants’ interpretation was not supported by the wording of the Execution Act and would violate fundamental principles of corporate law.
1. When the court is construing a statute, contract or other document;2. When the court is satisfied that a company is a “mere façade” concealing the true facts; and3. When it can be established that the company is an authorized agent of its controllers or its members, corporate or human.
Is there still a role for equity to play in piercing the corporate veil?
 See para 82.