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approval in GHL Fridman, Canadian Agency Law,
3rd ed (Toronto: LexisNexis Canada, 2017) at 185–
86, §6.41, n 130; Kootenay Savings Credit Union v
Toudy, 1987 CarswellBC 262 at paras 58–62 (SC),
var’d on another point 1987 CarswellBC 437 at
paras 9–10 (CA); Re Pemberton Music Festival Limited
Partnership, 2018 BCSC 1310 at paras 30–32
Pemberton. For examples of cases where an undisclosed
agent acted under the authority of a power of
attorney, see the Australian decisions of Dr Martens
Australia Pty Ltd v Raben Footwear Pty Ltd, 2000
FCA 1122 at paras 44–45 and Integrated Asset
Management Pty Ltd v Trans Communication Pty Ltd,
2015 NSWSC 984 at paras 109, 111, 122ff.
6. RSBC 1996, c 377.
7. Under s 1 of the BC PoAA, “instrument” has the
meaning it has in s 1 of the Land Title Act, RSBC
1996, c 250:
(a) a Crown grant or other transfer of Crown
(b) a document or plan relating to the transfer,
charging or otherwise dealing with or affecting
land, or evidencing title to it, and includes, without
i (i) a grant of probate or administration or
other trust instrument, and
(ii) an Act.
8. See the discussion of this provision in Law Reform
Commission of British Columbia, Report on Deeds
and Seals, LRC 96 (June 1988), Part IV(D)(2), online:
and_Seals.pdf>. In Bjorklund v Gillott, 1955 5 DLR
466 at 470 (BCSC), s 16(1)’s predecessor, s 20 of the
Land Registry Act, RSBC 1948, c 171, was relied on
to overrule the common law set out in Powell, supra
note 3. Section 20 stated that a power of attorney
granting the power to execute the instrument need
not be executed under seal. That wording is not in the
current s 16(1), but query if it can be read into that
provision or whether s 7 of the BC PoAA has the
9. Supra note 2.
10. It is likely that the last part of this paragraph is an
understatement. An agent who signs the contract
with ostensible authority to do so would also cause
the principal to be liable on the contract.
11. Friedmann, supra note 2 at para 16.
12. Fridman, supra note 5 at 186, §6.41.
13. 2014 ABCA 49 at paras 41–42.
14. 2013 NSCA 35.
15. See e.g. Hadley v Venetian Blind Service Centre,
2000 BCSC 1321 at para 31; 3216586 Canada Inc
v 0758607 BC Ltd, 2008 BCSC 902 at paras 13–14;
574409 BC Ltd v Spring Creek Aggregates Ltd,
2008 BCSC 1205 at paras 31–33.
16. See e.g. Cameron Harvey & Darcy MacPherson,
Agency Law Primer, 4th ed (Toronto: Carswell,
2009) at 109–110 (see now Cameron Harvey &
Darcy MacPherson, Agency and Partnership Law
Primer, 5th ed (Toronto: Carswell, 2016) at 100–01);
Peter G Watts, Bowstead & Reynolds on Agency,
21st ed (London: Sweet & Maxwell, 2018) at 423–
24, §8-068, Rule (4) and 435–37, §8-079 Bowstead
17. See Siu Yin Kwan v Eastern Insurance Co Ltd, 1994
2 AC 199 at 207 (PC), cited with approval in many
Commonwealth decisions, including: Key Property
Management Corp v The Queen, 2004 TCC 210 at
para 8, n 2; Stallion (NSW) Pty Ltd v Federal Commissioner
of Taxation, 2019 FCA 1306 at para
198; Filatona Trading Ltd. v. Navigator Equities Ltd,
2019 EWHC 173 at para 294 (Comm).
18. Supra note 5 at para 30.
19. This rule applies even if a seal was not required to
make the document legally effective. See Knight v
Hyde, 1966 CarswellBC 183 at para 10 (CA).
20. SBC 1989, c 69.
21. British Columbia, Legislative Assembly, Official
Report of Debates of the Legislative Assembly, 34th
Parl, 3rd Sess (17 July 1989) at 8630 emphasis
added, online: <www.leg.bc.ca/content/Hansard/
22. A corporate version of s 7 of the BC PoAA has
existed in BC since at least the enactment of s 1 of
SBC 1878, c 1:
Any body corporate may by instrument in
writing under its corporate seal, and duly
acknowledged or proved under the provisions
of the “Land Registry Act,” empower
any person, in respect of any specified matter
or for any specified purpose, as its attorney,
to execute deeds on its behalf; and
every deed signed by such attorney on
behalf of such corporation, and under his
seal, shall, so far as the same comes within
the scope of his authority, be binding on the
corporation and have the same effect as if it
under the corporate seal of the . Emphasis added
23. Powers of Attorney Act 1971 (UK), c 27 UK PoAA.
Subsection 7(1) of the UK PoAA is, in substance,
identical to s. 6(1) of a draft PoAA proposed by the
Law Commission of England and Wales in its Report
on Powers of Attorney, Report No 30 (September
1970) at 32–33, online: <s3-eu-west-2.amazonaws.
24. Chapter 20.
25. 44 & 45 Vict, c 41. See Bowstead & Reynolds, supra
note 16 at 442–43, §8-087, n 512; New South
Wales Law Reform Commission, Powers of Attorney,
Working Paper 10 (April 1973) at paras 31–32,
attached as Appendix D to New South Wales Law
Reform Commission, Report 18, Powers of Attorney
(1974) Powers of Attorney Report, online: <www.