GOOD FAITH, HONESTY & PRUDENCE Duties of Condominium Directors in Ontario Michael H. Clifton, MA, LLB, ACCI (Law) – Partner, Clifton Kok LLP ACMO/CCI-TORONTO CONFERENCE 2008

GOOD FAITH

FIDUCIARYFIDUCIARY  Position of Trust  Position of Responsibility  Must act in the interest of the person or entity to whom the duty is owed, and not in his or her own self interest  A condominium director’s fiduciary duty is owed to the condominium corporation and not to any individual unit owner or group of owners

GOOD FAITH 37. (1) Every director and every officer of a corporation in exercising the powers and discharging the duties of office shall, (a)act honestly and in good faith; and (b)exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

GOOD FAITH  To act honestly and without deception  To act in a fair and equitable manner  To act without use of coercion, intimidation or threat  To comply with standards of decency and honesty  To act with honourable intent  To avoid deceit  To act with a lawful purpose

GOOD FAITH HONESTYHONESTY CARECARE DILIGENCEDILIGENCE SKILLSKILL

PERSONAL LIABILITY PROFESSIONAL ADVICE WAIVERWAIVER INSURANCEINSURANCE INDEMNITYINDEMNITY

GOOD FAITH