Port of Sydney: SHIP is NOT a Trade Name

Harbor Port Development Partners (HPDP), the firm established by Barry Sheehy and Albert Barbusci to market the Port of Sydney, has become Sydney Harbour Investment Partners Inc. (SHIP).

The name change was registered with Corporations Canada on 19 October 2016.

ship

Mayor Cecil Clarke wants CBRM council to extend HPDP’s existing exclusivity contract, scheduled to expire in June 2017, for an additional five years. He added the proposal to the agenda the day before the December 15 council meeting. District 2 Councilor Earlene MacMullin told the Spectator she’d read about the proposed extension in the media two days prior to the meeting.

When the matter came up during Thursday’s council session, several councilors — including MacMullin, District 11 Councilor Kendra Coombes, District 8 Councilor Amanda McDougall, District 6 Councilor Ray Paruch and District 10 Councilor Darren Bruckschwaiger, expressed concerns about a number of issues, including the short notice for the vote, the lack of information and the length of the extension period.

MacMullin introduced an amendment to the motion asking that council not be asked to vote on the extension until it had received independent legal advice. Before that motion was put to the vote, however, the meeting was adjourned due to the collapse of District 4 Councilor Steve Gillespie — who posted the following day on Facebook that he had succumbed to a “combination of blood pressure, blood sugar, fatigue, dehydration and stress,” but was “doing fine.”

The meeting will now be held on Monday, December 19 at 1:30 p.m.

But I think we need to ask whether a contract with HPDP can simply be extended, now that HPDP has become SHIP. My understanding, based on a discussion with a lawyer, is that if the corporate name has changed and the contract is not assignable (which the draft contract between the CBRM and HPDP isn’t) then a new contract would be necessary.

I put that question to Mayor Clarke prior to the port information session at the Joan Harriss Cruise Pavilion on December 14. He told me that it would be possible to extend the existing exclusivity contract with HPDP because SHIP was simply a “trade name.” He stated this again, very pointedly, as he was introducing Barbusci, who addressed the gathering by phone. Here’s what Clarke said at the December 14 meeting:

 

 

But I contacted Corporations Canada and asked about HPDP’s name change and this is the response I received from information officer Irene Ng:

Good afternoon,

Corporations Canada acknowledges receipt of the email you sent on December 16, 2016. In response to your request, a corporate name is the legal name of a corporation, and a trade name is also known as a “doing business as” name. Businesses are allowed to use names other than their legal names to conduct business. Trade names are registered at the provincial level (Corporations Canada only has record of the official corporate name).

In regards to SYDNEY HARBOUR INVESTMENT PARTNERS INC., they have officially changed the corporate name from Harbor Port Development Partners Inc.

SHIP is not a trade name, it is the official corporate name of Harbor Port Development Partners.

Does the change in name have implications for the extension of the exclusivity contract?

That sounds like the kind of question you could ask an independent legal adviser.