Financial Administration Act
102 (1) A Crown corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that
(a) this Part or the regulations, the charter or by-laws of the corporation or any directive given to the corporation have not been complied with,
(b) a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, officer or agent, or
(c) a document issued by any director, officer or agent of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer or agent lacked actual authority to issue the document,
except where the person has knowledge that the facts asserted are true.
(2) A certificate stating that
(a) any particular transaction has been authorized by the Governor in Council pursuant to section 91 or 99, has or has not been directed by the Governor in Council pursuant to section 94 or has been approved by the Minister of Finance pursuant to subsection 127(3),
(b) any particular transaction is consistent with a corporate plan or any amendment thereto approved pursuant to section 122, or
(c) any particular capital expenditure or commitment to make a capital expenditure is included in a capital budget, an item in a capital budget or an amendment to a capital budget that has been approved pursuant to section 124
and that is signed by the chairman or chief executive officer of a Crown corporation is sufficient confirmation of the statement to any person, except where the person has knowledge to the contrary.
Marginal note:Absence of authorization, direction or approval
(3) The absence of any authorization, direction or approval referred to in subsection (2) does not affect any right or remedy otherwise available to any person, except where the person knows of such absence.
(4) No action of a Crown corporation, including a transfer of property, is invalid by reason only that the corporation was without the capacity or power to so act.
Marginal note:No constructive notice
(5) No person dealing with a Crown corporation or with any person who has acquired rights from a Crown corporation shall be deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the corporation by reason only that the document has been made public.
- 1984, c. 31, s. 11
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