Corporate Lawsuit Filing Rules

Summary

A newly formed entity typically cannot file a lawsuit for breach of a contract entered into by a dissolved corporation. Exceptions and legal mechanisms may apply, such as reviving the dissolved corporation to pursue claims. The dissolution of a partnership by a single partner without notifying others depends on the partnership agreement and the Partnership Act. Generally, unilateral dissolution without notice is not allowed, and there are no criminal penalties, but civil liabilities may arise.

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If a corporation is dissolved and its shareholders reincorporate a new entity under the same name but in a different ****urisdiction, can the newly formed entity file a lawsuit for breach of a contract that was entered into by the original dissolved entity, given that the contract was governed by the laws of a third ****urisdiction, and both the original and new companies had overlapping but not identical shareholders?
In Ontario, the newly formed entity typically cannot file a lawsuit for breach of a contract entered into by the original dissolved entity. However, there are some exceptions and legal mechanisms that might apply.
- A dissolved corporation’s rights and obligations are usually terminated.
- Shareholders or successor entities may sometimes revive the dissolved corporation to pursue claims.
Could you specify the third ****urisdiction governing the contract?
Can a partnership be dissolved by a single partner without notifying the other partners, and what are the criminal penalties?
In Ontario, the dissolution of a partnership by a single partner without notifying the other partners depends on the partnership agreement and the Partnership Act:
- Generally, a partner cannot unilaterally dissolve a partnership without following the terms outlined in the agreement.
- The Partnership Act may allow dissolution if no formal agreement exists, but it typically requires notice.
There are no criminal penalties for dissolving a partnership without notification, but civil liabilities may arise.
Could you provide more details about your partnership agreement?