From: Angela Swan <aswan@airdberlis.com>
To: Neil Foster <Neil.Foster@newcastle.edu.au>
Chaim Saiman <Saiman@law.villanova.edu>
obligations@uwo.ca
Date: 12/12/2008 01:43:07 UTC
Subject: RE: differences in US/C-wealth substantive private law

Chaim,

It will be no easier to respond to your inquiry now that it was to your theological one!  I hope that this comment is useful.

The Supreme Court of Canada has recently done some interesting (and odd) things with the traditional common law third party beneficiary rule. Though no one has said so yet (though some have come close, see, e.g., Finch J.A. in Laing Property Corp. v. All Seasons Display Inc, (2000), 190 D.L.R. (4th) 1, 79 B.C.L.R. (3d) 199, 6 B.L.R. (3d) 206, 21 C.C.L.I. (3d) 92, Leave to appeal refused, [2001] S.C.C.A. No. 523)), I think that Canada has moved much closer to the United States position. We don’t talk about "intended beneficiaries" but will enforce a third party claim when the parties "intended" the third party to have one.

Thus in London Drugs Limited v. Kuehne & Nagel International Ltd., [1992] 3 S.C.R. 299, 97 D.L.R. (4th) 261, [1993] 1 W.W.R. 1, [1992] S.C.J. No. 84, and Fraser River Pile &  Dredge Ltd. v. Can-Dive Services Ltd., [1999] 3 S.C.R. 108, 176 D.L.R. (4th) 257, third parties were protected. In London Drugs, negligent employees were protected from a claim by their employer’s customer. In Fraser River, a charterer was protected from a claim by the owner’s insurer (under its rights of subrogation) when the insurance policy taken out by the owner gave protection to the charterer, a third party. These cases followed the earlier decision of Commonwealth Construction Co. v. Imperial Oil Ltd., [1978] 1 S.C.R. 317, 69 D.L.R. (3d) 558. The intervening decision in Greenwood Shopping Plaza v. Beattie, [1980] 2 S.C.R. 228, 111 D.L.R. (3d) 257, was unsatisfactorily distinguished in London Drugs, though the Court in Greenwood Shopping Plaza had ignored its own recent decision in Commonwealth Construction!

In short, I don't think that we need anything like the English legislation.

The Supreme Court, in my opinion, made a hash of the law of punitive damages in Whiten v. Pilot Insurance Co., [2002] 1 S.C.R. 595, 209 D.L.R. (4th) 257, though it may be drawing back in its more recent cases in Fidler v. Sun Life Assurance Co. of Canada, [2006] S.C.R. 3, 271 D.L.R. (4th) 1, and Keays v. Honda Canada Inc., 2008 SCC 39, 294 D.L.R. (4th) 577.

I shall not go into the Canadian law of damages for pure economic loss in tort or that of the remedial constructive trust, but the picture is not pretty. The law of damage for breach of contract also seems to be moving in an odd direction, as illustrated by the two cases I have just mentioned.

Angela



From: Neil Foster [mailto:Neil.Foster@newcastle.edu.au]
Sent: Thursday, December 11, 2008 8:11 PM
To: Chaim Saiman; obligations@uwo.ca
Subject:  Re: differences in US/C-wealth substantive private law

Dear Chaim and colleagues;
One example comes to mind at the moment- in the area of Intellectual Property, my impression is that the US courts have been willing to recognise a "right of personality" which protects the use of the image of a famous figure (I think there was a case involving the Three Stooges a few years ago in California), whereas the commonwealth courts continue to resist this development. In our courts a famous figure whose image is used in a deceptive or misleading way (eg to imply or assert sponsorship or support when this is untrue) may have a remedy (either statutory or for "passing off"), but there is no general remedy simply for "misappropriation" of the image of someone. 
Regards
Neil F
 
Neil Foster
Senior Lecturer, LLB Program Convenor
Newcastle Law School
Faculty of Business & Law
MC158, McMullin Building
University of Newcastle
Callaghan NSW 2308
AUSTRALIA
ph 02 4921 7430
fax 02 4921 6931


>>> Chaim Saiman <
Saiman@law.villanova.edu> 12/12/08 9:23 >>>
Dear Obligationists

Since the law and theology discussion ended in a big thud, I'll return to issues more traditionally associated with this forum.  :)

In essence am looking for a rough catalogue of major differences in US vs. Commonwealth substantive law private.  My basic sense is that (for the period 1930- 1980), American law was significantly more expansionary (liberal) than the law of Commonwealth jurisdictions.   Moreover, even in places where Commonwealth law expanded: (i) the US was likely to do so earlier and, (ii) US law was more likely to change via judicial development whereas CW countries may have relied more heavily on the legitimization of legislation (EG. the third party beneficiaries legislation in UK vs. American common law development in this area). In short, US courts were far quicker to give up on the technicalities of the common law (e.g. privity) that traditionally constrained the expansion of liability.

Here are a few examples that come to mind.


1.  The Allen v. Flood / Tuttle v. Buck debate regarding prima facie torts recently discussed in OBG v. Allan.
2.  Debate over whether promissory estopple/Restatement Contracts § 90 can be used as a cause of action, and related, whether there is any difference between the various forms of estopple.
3.  Theories of "enterprise" or "market share" liability in tort that elide difficult questions of causation in the mass tort context. These had their heyday here in the 60's and 70's, and my sense is that they were never accepted in much of the Commonwealth.
4.  Doctrine of equitable subordination in bankruptcy which allows a court to move creditors up and down the priority chain. This doctrine was developed by US courts without statutory authorization---but is now codified in the Bankruptcy Code. I've heard that this is far more controversial in CW.
5.  The doctrine of oppression in corporate law and whether majority shareholders owe any fiduciary duties towards the minority. My sense is that US courts (rather than legislation) are more willing to find rights that protect minority shareholders from than in the CW. This seems limited to the close corporation context.

[While In reality, of course, the differences are far more likely to be relative than absolute, but I don't think that changes the basic premise underlying this email. ]


Basically, I am looking for any other examples, counterexamples, scholarship that addresses the question comparatively or explores these questions within the national/ intra-commonwealth perspective.  Real property examples similarly welcomed, and most importantly, feel free to plug your own work!!


Thanks much,

Chaim


Chaim Saiman
Assistant Professor
Villanova Law School
610.519.3296
saiman@law.villanova.edu 
view my research at
http://ssrn.com/author=549545