The plaintiff relies on Bozzo v. Giampaolo, [2002] O.J. No. 5382 at para. 12 for the proposition that “ordinarily, obtaining a resolution of the board of directors of a corporation is dispositive of the question of whether or not a solicitor has the requisite authority of a corporate client.” In that case, Stinson J. went on to explain the purpose of a rule 15.02 motion at para 15: One must not lose sight of the fact that the purpose of the rule 15.02 process is not to engage the court in a view of corporate governance issues, but rather, to require a solicitor to demonstrate that he or she has been duly authorized by a corporate client to commence the proceeding. Absent some evidence of fraudulent documentation or a complaint by a defendant who is either a corporate shareholder or director disputing the propriety of the commencement of the proceeding (which complaint, in any event, might more properly be raised in a parallel oppression remedy application under the relevant business corporations statute) the court should accept a corporate resolution that is proffered on its face as sufficient authority for a solicitor to act.
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