corporate fraud, commercial litigation lawyer

How to Defend Against Allegations of Corporate Fraud 

When someone intentionally deceives a person to secure unfair or unlawful gain, they commit fraud. A person committing fraud can be civilly and criminally liable. A criminal fraud claim aims to punish those who defraud someone for any property, money, valuable security, or service. In contrast, a civil fraud claim enables aggrieved parties to claim compensation for the economic or non-economic harm they faced due to someone’s false representation. In the corporate world, an aggrieved party can sue for corporate fraud when a corporation or its employee undertakes illegal or unethical activities to obtain an unlawful advantage or cause them damage. Examples include payroll fraud, asset misappropriation, financial statement fraud, tax fraud, market manipulation, and much more. This article will explain what constitutes corporate fraud and how to defend against such allegations. It will also explain how a commercial litigation lawyer can help you respond to a corporate fraud claim.

 

What Constitutes Corporate Fraud?

Corporate fraud occurs when a corporation’s leadership makes a false representation to deceive a person and causes them monetary or non-monetary loss.

The legal test for demonstrating corporate fraud involves proving:

  • A false representation was made by the defending party;
  • The defending party had some level of knowledge of the falsehood of representation (whether through knowledge or recklessness);
  • The false representation caused the aggrieved party to act; and
  • The aggrieved party suffered a loss as a result.

 

How to Defend Against Allegations of Corporate Fraud

The defending party can respond to allegations of corporate fraud by filing a statement of defence. However, failure to file a defence, meet crucial deadlines or make solid legal arguments could result in the plaintiff succeeding in their claim. Moreover, in addition to paying hefty damages, the defending party may have to pay the plaintiff’s legal costs.

When a person alleges corporate fraud, the defending party can respond to the allegations by:

  • Demonstrating the plaintiff’s failure to comply with the litigation timelines;
  • Responding to the allegations in the claim;
  • Denying knowledge of representations’ falsehood; and
  • Showing the false representations were attributable to the directors or officers of the corporation.

 

Non-Compliance with the Litigation Timelines

Ontario’s Limitations Act, 2002, requires an aggrieved person to bring a corporate and commercial lawsuit within two years of when the claim was or reasonably should have been, discovered.

The defending party can request the court to dismiss a corporate fraud claim for a delay if the aggrieved person files it outside the limitation period. In such a case, the party bringing the claim must prove they had a good reason for not filing it within the prescribed limitation period to continue their lawsuit.

Further, the defending party must ensure they comply with the litigation timelines. Ontario Rules of Civil Procedure (Rules) mention specific time limits for serving and filing documents or taking certain steps. The consequences of failing to deliver or file documents within the time mentioned in the Rules can be severe.

The registrar might note the defending party in default for failure to file their statement of defence within the time limit mentioned in the Rules. In such an event, the defending party could be liable for everything the party bringing the lawsuit claimed.

The defending party may attempt to get the default judgment set aside. However, such processes are arduous and tricky and should be avoided altogether.

 

Respond to the Allegations in the Claim

The person claiming corporate fraud must plead all the facts supporting their claim, and failure to plead the necessary particulars can be fatal. The defending party may file a motion to strike the plaintiff’s claim on the grounds that it failed to disclose a reasonable cause of action.

The moving party must demonstrate that it’s plain and obvious that the responding party’s pleadings are deficient and disclose no cause of action. If successful, the court may strike the claim or ask the plaintiff to amend their statement of claim.

In their defence, the defending party should deny every allegation of fact they dispute. Additionally, they should respond fully to the allegations in the claim. They should present their version of facts and try to explain and justify their actions where possible.

The defending party can defend a corporate fraud claim by disproving any of the elements of corporate fraud mentioned in the previous section. For instance, if the aggrieved party did not suffer any loss despite their reliance on the false representation, their claim cannot succeed.

 

No knowledge of representation’s falsehood

The defending party’s intention is one of the necessary elements of corporate fraud. They must know of the representation’s falsehood for the court to hold them liable. However, recklessness or wilful blindness on the defendant’s part may still be actionable.

The defending party can defend against the allegations of corporate fraud by showing they did not know the impugned representation was false. A statement made with bona fide belief in its truth and without an intention to deceive a person cannot be the basis of a successful corporate fraud claim.

 

The Misrepresentations are Attributable to the Directors

A corporation’s senior management and board of directors manage its business and affairs; acting and making decisions on its behalf.

The corporation’s separate legal existence ensures that its directors, shareholders, or officers are not liable for the actions taken on its behalf. The directors can deny personal liability for actions taken within the scope of their authority and in the company’s best interest.

However, in some cases, the courts disregard a corporation’s separate existence to find its management responsible for its wrongful acts. This is commonly referred to as piercing the ‘corporate veil’.

In corporate fraud cases, the court may hold a corporation’s directing minds liable where the corporation is the vehicle for fraud. In such cases, the company’s directors, officers, or employees may be responsible for misrepresentations even if they acted in the company’s best interests.

Therefore, a corporate defendant may defend against the allegations of corporate fraud by showing that the tortious misrepresentations were the directors’ own.

 

How a Lawyer can help

Many corporations appoint a chief legal officer (CLO) or a general counsel to provide comprehensive legal services to the company. A CLO heads its legal department and reports to the chief executive officer.

The CLO’s job description includes helping the company deal with legal issues such as:

  • Advising the board of directors regarding legal and regulatory compliance;
  • Employee relations and management;
  • Drafting and reviewing business contracts;
  • Drafting and reviewing workplace policies; and
  • Dealing with human rights violations and employee accommodation requests.

A CLO may also help the company deal with the allegations of corporate fraud. They can provide legal counsel on the matter, help collect the necessary evidence and help the company’s lawyer prepare its defence.

A commercial litigation lawyer is a trained legal professional with experience in navigating the legal system. They can conduct an initial assessment of your case, develop a legal strategy and help put up a strong defence.

A commercial litigation lawyer can use their knowledge of the law and legal procedure to ensure your defence is complete in all respects. They will ensure your defence is drafted, filed, and served in accordance with the Rules.

They can use their experience and advocacy skills to assist you at all stages of the litigation process. Including mandatory mediation (Toronto, Ottawa, and Windsor), examinations for discovery, pre-trial motions, pre-trial conference, and trial.

 

Conclusion

In conclusion, allegations of corporate fraud can have serious consequences for any business. Along with having to defend the lawsuit, a company might face reputational harm due to the fraud allegations.

For this reason, you should consider engaging a commercial litigation lawyer to help you defend the claim. A commercial litigation lawyer knows how to respond to the plaintiff’s allegations to get their case dismissed. They will help you explain how the fraud claim is without merit and justify your actions where possible.

 

Contact Us

If you are a director or an officer of a corporation and want to know more about defending allegations of corporate fraud, our team of experienced business lawyers at Achkar Law can help. Contact us by phone toll-free at  +1 (800) 771-7882 or email us at [email protected], and we would be happy to assist.

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