Duhaime's Law Dictionary


Officer Definition:

A management-level employee of a corporation entrusted with discretion in the exercise of some portion of corporate powers.

Related Terms: Company, Corporation, Director

The term has varying legal significance and meaning in the context of corporate and commercial law, the law of evidence (depositions and examination for discovery) and military law.

Corporate Law

In the context of corporate and commercial law, an officer is a member of a corporation's management team, typically reporting to a director.

Officers are not, in most circumstances, eligible for organization into a union.

Regrettably, or by necessity, depending on your point of view, the legal definition of an officer in the context of corporate law is always as defined in any available corporations statute, if any.

Those definitions are legend. Some defer to a definition of officer as including the higher and lower echelons of directors, and all other management-level staff. Others defer to that segment of a corporation's management staff under directors but above employees.

In Encyclopedic Laws of England, the authors wrote:

"The position of an officer appears to involve some discretionary authority, and is to be distinguished from that of a mere servant whose only duty is to obey orders, though it is not always easy to draw the line."

In Toronto v Doughty, Justice Middleton wrote:

"An officer is the agent of the corporation entrusted by it with the exercise of some portion of its corporate powers, and the transaction of the business for which it exists, and the performance of its corporate duties. It is these agents or officers which it is empowered to superannuate, and not mere employees.

"Every officer of the municipal corporation is in one sense a servant of the corporation, but the converse is not true — every servant is not an officer, but only those who have a real responsibility to perform the vital duties of the corporation."

Discovery

In the context of examination for discovery, the term officer, as a person exposed to discovery on behalf of a corporation within litigation, is to be given a liberal interpretation so as to not thwart the discovery of the corporation's employee most knowledgeable about the events at issue.

In Elliot, Justice MacDonald wrote:

"Our rules, as to discovery by oral examination ... and this particular rule, as to the examination of an officer of a company, has received judicial interpretation declaring that the word officer is a word of very wide signification. It has been given the liberal construction usually applied to such a remedial provision and may include employees of a company who are usually termed servants as distinguished from officials. It is not limited to the higher or governing officer only. The object of the rules is to discover the truth relating to the matter in question in the action, and the examination ought to be of such "officer" of a defendant company as is best informed as to such matters."

For example, in this specific regard, speaking of the word officer in the context of discovery, Manitoba judge Moloy adopted these words:

"... if these words are cut down to mean general manager, director, president, or other principal officer, who in actions of this kind are precisely the officers who know the least and who usually know nothing useful of the matters in question in the cause."

Military Law

 

REFERENCES:

  • Canadian Aero Services v O'Malley 1974 SCR 592
  • Dixon v. Winnipeg Electric Street Ry. Co. [1895] 10 Man. R. 660
  • Elliott v. Holmwood & Holmwood Ltd. 9 W.W.R. 490, 22 B.C.R. 335, 25 D.L.R. 765, 33 W.L.R. 134 and 1915 CarswellBC 188 (British Columbia Supreme Court)
  • Encyclopedic Laws of England, vol. 10, p. 137
  • Neon Products Ltd. v. Wiebe [1974] 3 W.W.R. 567 and 1974 CarswellMan 39 (Manitoba County Court)
  • Toronto (City) Board of Education v. Doughty [1935] 1 D.L.R. 290, 1935 O.R. 85, [1935] 32 O.W.N. 32; and at 1934 CarswellOnt 73 (Ontario Supreme Court)

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