SCC rules on duty of contractual loyalty linked to good faith, remedy of disgorgement of profits

By Cristin Schmitz ( October 27, 2023, 5:28 PM EDT) -- In an important Quebec civil law judgment on remedies and contractual obligations of loyalty and good faith, the Supreme Court of Canada has 6-0 dismissed the appeal of two corporate directors who bought three thriving businesses they ran from the controlling shareholders — only to sell them on at a hefty profit — without ever telling the shareholders that the third-party buyer had wanted to acquire their businesses....