In Page v Director of Employment Standards, 2026 ABESAB 19, the Employment Standards Appeal Body (“ABESAB”) found that Mr. Page had resigned from his position as director of the company prior to an employee’s employment, and was therefore not liable for earnings the company owed to the employee.
Facts
The following were the pertinent facts summarized by the ABESAB:
- Page was a director of PL Healthcare Management Ltd (“PLHM”) and its subsidiary company, 2110275 Inc. (“211”).
- At a certain point, Mr. Page took over as interim CEO from the majority shareholder of PLHM.
- On February 26, 2024. Mr. Page verbally resigned to the majority shareholder. Immediately afterward, the majority shareholder sent out an email to the employees of the organization notifying them of Mr. Page’s resignation and advising that all communications were to be with the majority shareholder going forward.
- On February 28, 2024, Mr. Page sent an email to the corporate lawyer for the PLHM group stating that he had “resigned from PLHM as CEO and as board member.” He asked to be removed from “my corporate registries or documents effective immediately” and confirmed that the date of resignation was February 26, 2024. Mr. Page subsequently returned all company property and records and had nothing further to do with the companies.
- While Mr. Page was removed as a director of PLHM, he remained named as a director of 211 in the Alberta corporate registry.
- The Employment Standards Officer had found Mr. Page liable for earnings owed to the employee, who was employed from April 4, 2024 to October 18, 2024, as he remained named as a director of 211 at the time of the decision.
- Page appealed, arguing that he had resigned as director of both companies prior to the employee’s employment and was therefore not liable.
Analysis / Conclusion
The ABESAB first noted that the effectiveness of a resignation as director is governed by section 108 of the Business Corporations Act, RSA 2000, c B-9, which states:
108 (1) A director of a corporation ceases to hold office when
- the director dies or resigns,
- the director is removed in accordance with section 109, or
- the director becomes disqualified under section 105(1).
(2) A resignation of a director becomes effective at the time the resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.
In this case, the pertinent question was whether Mr. Page’s email of February 28, 2024 constituted resignation of his directorship of 211 in addition to PLHM. In considering the specific wording of the email with regard to the context of Mr. Page’s resignation and the organization of the companies, the ABESAB found that it did.
The ABESAB noted that 211 was a wholly owned subsidiary of PLHM and that corporate entities were handled at the parent company level. When the majority shareholder sent messaging out to the organization’s employees immediately following Mr. Page’s resignation, he did not differentiate between the various operations of the corporate group. The ABESAB held that given how the organization operated and the nature of this response, the interim CEO would have understood Mr. Page’s resignation to be a resignation of all his roles across all the corporate entities of the corporate group.
The ABESAB further found it relevant that in his resignation email to the corporate lawyer, Mr. Page asked to be removed from “any corporate registries”. This pluralization was important in the context, where the two corporations each existed on a different corporate registry.
My Take
This case is a good reminder that context is important when it comes to a resignation. While Mr. Page’s email regarding his resignation was not entirely clear on its face, when the context of the resignation was considered, it was apparent that Mr. Page had intended and was understood to have resigned from all entities within the corporate group.
Katherine Allen is an employment lawyer at Bow River Law LLP in Calgary, Alberta.
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This blog post is an original work of Bow River Law LLP. The original publish of this article is on Bow River Law’s website blog.
