Can a corporation or its directors be sued for breach of their contractual obligation to shareholders?
Alberta, Canada
The following excerpt is from 0738827 B.C. Ltd. v. CPI Crown Properties International Corporation, 2013 ABQB 499 (CanLII):
No such contractual obligation is undertaken by a corporation or its directors to the shareholders. Corporate directors owe their duties to the corporation. Corporations can sue for breach of those duties, but the individual shareholders, who have no contractual duties owed to them, cannot. That is one of the bases of the rule in Foss v. Harbottle.
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