In 465519 Ontario Ltd. v. Sacks, the defendant, Cliffwood Plaza Corp., moved under rule 21.01(b) of the Rules of Civil Procedure to strike the plaintiffs,’ 465519 Ontario Limited, entire pleading on the basis that it disclosed no reasonable cause of action. Cliffwood argued that although the plaintiffs’ action was commenced prior to the expiry of the two-year limitation period, its claim was a nullity because its corporate character had been revoked and it was a dissolved company when the action was initiated. Although the plaintiffs’ corporate status was revived, it was only done so after the expiry of the limitation period. Accordingly, Cliffwood argued that its claim, and the derivative claims of the remaining plaintiffs, could not succeed.
Both the motion judge and the Court of Appeal agreed with Cliffwood and the claim was struck. The plaintiffs had no legal status to commence an action while it was dissolved. Therefore, the action commenced in its corporate name was a nullity. The Court held as follows:
“Since 465 Ltd. must be taken to have known the material facts supporting its claim against Cliffwood by the date of issuance of its statement of claim, at the latest, the two-year limitation period in this case began to run on February 8, 2012 when the action was commenced and expired – again, at the latest – on February 9, 2014. Thus, the limitation period ran its course prior to the date of 465 Ltd.’s revival.”