Executive Summary: Key Legal and Evidentiary Issues

• Dillion Leasing Inc.'s corporate registration was revoked before the sale, raising questions about director liability and corporate authority.

• The home was allegedly sold with material latent defects that were not disclosed to the buyer.

• The applicant seeks to personally join Dillion's directors based on actions taken while the company was deregistered.

• Respondents argue the sale was clearly transacted with Dillion Leasing Inc. as a company, not the directors individually.

• The court found no bad faith or serious prejudice in allowing the amendment to add the directors as parties.

• The motion was granted based on procedural fairness and the early stage of litigation.

Facts of the case

On July 27, 2024, Jennifer Noel entered into an Agreement of Purchase and Sale with Dillion Leasing Inc. for a home at 11 Bridget Avenue, Halifax, Nova Scotia (PID 00334029). The agreement and counteroffer were signed by Noel and Sidney Kosatsky as “Director of Dillion Leasing Inc.” The counteroffer clearly identified Dillion Leasing Inc. as the seller.

On July 31, 2024, a home inspection was conducted by Roland Gallant (now deceased) of A Buyer’s Choice Home Inspections. Bradford Bigney, a RE/MAX Nova real estate agent, acted as the selling agent. Prior to and following the inspection, Noel communicated with Gallant and Bigney regarding the roof, structure, wiring, and other issues, including defects noted in the inspection report.

After taking possession on August 13, 2024, Noel discovered significant problems with the property, including water damage, black mold, a leaking roof, and leaking windows.

On December 11, 2024, Noel filed a court application against:

1. Dillion Leasing Inc.

2. Bradford Bigney

3. 3307593 Nova Scotia Limited (RE/MAX Nova)

4. 3224430 Nova Scotia Limited (A Buyer’s Choice Home Inspections)

She alleged that Dillion sold the home with material latent defects and made false, inaccurate, or misleading statements regarding the home’s condition. She claimed Dillion breached the agreement and the material latent defect clause in the property listing.

Legal motion and issues considered

On February 28, 2025, Noel filed a motion to amend her application to add Dillion’s directors, Alastair Macdonald and Sidney Kosatsky, as respondents in their personal capacities. The amendment repeated the same allegations originally made against Dillion but extended them to the directors, asserting they sold the home with material latent defects and made misleading statements during the sale.

At the time of the agreement, Dillion’s Certificate of Registration had been revoked by the Registry of Joint Stock Companies on May 7, 2024, due to non-payment. Noel was unaware of this revocation until mid-October 2024. The directors claimed they also were unaware and continued conducting business as usual. Dillion was reinstated on March 13, 2025, and its board ratified all acts taken during the revocation period.

The key legal question was whether the directors should be added as respondents. The court considered Nova Scotia Civil Procedure Rules 35.05, 35.06, 35.08, and 83.04, which govern the joinder of parties and amendment of pleadings. There was no limitation period issue.

Outcome

Justice D. Shane Russell granted the motion, allowing Noel to amend her application and add Macdonald and Kosatsky as respondents. The court found no evidence of bad faith and no serious prejudice that could not be compensated in costs. The same cause of action remained; no new claims were introduced.

Both new respondents may file Notices of Contest, and all parties may file amended pleadings if needed. Dillion Leasing Inc. is required to pay Noel $316 in motion costs.