It depends, said the English Court of Appeal in
Harvey v Dunbar Assets plc,  EWCA Civ 952. Harvey
and three others agreed to guarantee the obligations of Vision
Development Ashbrooke Ltd to its bank. Harvey disputed liability
when the bank came calling to enforce the guarantee, arguing that
the signature of one of the other parties was a forgery. The trial
judge found that Harvey was liable on the guarantee,
notwithstanding the alleged forgery.
The Court of Appeal reversed. There is no 'absolute rule, or
enshrined principle' that if one party to a guarantee has not
signed it the others are not bound: where a party signs a guarantee
in circumstances where other contemplated security has not been
obtained, whether that party has actually assumed liability is
really a question of interpretation in light of the factual matrix.
Where, however, a guarantee is entered into by A as a joint and
several guarantor on the basis of a representation that the
guarantee will be executed by B, the liability of A is conditional
on the execution of the guarantee by B, unless the guarantee
contains express language to the effect that A (or B) will be bound
whether or not the other person actually signs. On the facts, this
guarantee was clearly a single composite document, prepared for
signature by four parties identified as joint and several
guarantors. It was likely that the signature of all four was
'an essential precondition' for liability, but the inquiry
doesn't end there: was there anything in the contract to
exclude the general rule and bind a party even in the absence of
other signatures? The definition of 'the Guarantor' as
'every person liable under this Deed' suggested that one
actually had to be -- that is, have become -- liable, not just be
'potentially liable' (as the bank argued). Other provisions
tended to support the conclusion that execution by all parties was
a precondition to the liability of any one of them.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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