Here’s some food for thought.
On Wednesday, the Supreme Court of Canada reviewed a case from Quebec, in which a company had been fined $30,843 for operating as a contractor without holding a licence.
The interesting thing is that there are different fine regimes in place under Quebec’s Building Act. As a summary of the case puts it, “Under s. 197.1 of the Act, the penalty for such an offence is a mandatory fine for a minimum amount that varies depending on who the offender is, that is, whether the offender is a natural person or a legal person.”
A “natural person” is, well, an actual person. A “legal person” is, in this case, a company.
The firm involved argued that the fine was large enough to constitute cruel and unusual punishment under Canada’s Charter of Rights and Freedoms, and that, even as a company, the firm should be able to avail of protections under Section 12 of the Charter.
Two levels of court agreed the fine wasn’t cruel and unusual, with the Quebec Superior Court deciding that Section 12 didn’t apply. Subsequently, the Quebec Court of Appeal decided companies could avail of Section 12 protections, and sent the determination of the fine back to a lower court.
“Charter rights should not become a mere instrument in the course of business activity, where human rights claims become just another possible legal tool in the pursuit of profit.”
And here we are at the Supreme Court level, where justices will decide if a business is enough of a person for penalties to be determined to be “cruel.”
Corporations already have some special benefits ordinary “persons” don’t have — for example, the ability to plead guilty to offences as a corporation, instead of having the person who actually made a negligent business decision carry responsibility for their actions.
For example, if a person pleads guilty to bribery, they get time in prison. For corporations, as the recent SNC-Lavalin case points out, a subsidiary firm can take the fall, pay a fine, and things continue as normal.
Companies also have the wonder of limited liability. Real people can form a company, pool resources, take on debts and other responsibilities, and unless they’ve signed personal guarantees, can simply surrender the company’s assets if something goes south, and walk away, keeping their personal resources separate, even if some of those resources came directly from the company in question. Corporate status also protects shareholders from things like corporate tax liabilities.
As one intervener in the case argued, human rights should be, first and foremost, for humans: “Charter rights should not become a mere instrument in the course of business activity, where human rights claims become just another possible legal tool in the pursuit of profit.”
It seems strange to grant a human right to a corporation, even if the law considers a company a "legal person." Of course, the law should treat corporations fairly.
But the Charter of Rights was meant to protect "every citizen of Canada." There’s no mention in any of its provisions of corporations, and the law has always been careful to distinguish between the two.
The Supreme Court should keep it that way.
