Gordon v. York Region Condominium Corporation No. 818 (Ontario Court of Appeal)

The lower Court held that the condominium corporation’s by-law providing for removal of a director following an “ethics review” was valid and enforceable. The lower Court had, however, also ordered a fresh ethic’s review in relation to the particular director (the Applicant, Mr. Gordon).  [See Condo Cases Across Canada, Part 44, November 2013.]

Mr. Gordon appealed.  The appeal was dismissed.  The Court of Appeal said:

The appellant argues that it is not reasonable for a board of directors to determine whether or not a fellow board member has violated the Directors’ Code of Ethics.  He says that such a determination should be made by an independent third party.

While there are other procedures that could have been adopted to determine whether or not a director has violated the Directors’ Code of Ethics, we are not persuaded that permitting a board to make that determination is unreasonable.

…

In our view there is simply no merit to the appellant’s argument that the provisions of By-law No. 9 at issue are inconsistent with the democratic principles of the Act and therefore invalid.

…

As the application judge observed, the vacancy created by the appellant’s disqualification had been filled.  Reinstating the appellant would have required an order against someone who was not before the court.  The remedy crafted by the application judge left open the possibility of re-instatement in the near future, presumably when notice to the person potentially affected would have been given. 

…

Further, we agree that the issue of reinstatement is now moot.  As noted above, the appellant’s term of office has now expired.  And, as also noted above, the appellant is at liberty to stand for re-election.