Frank Edward Philip Bowman

The applicant sought rectification of Articles of Amalgamation following a corporate reorganization intended to occur on a tax-deferred basis.

Due to an unintended mistake, Class B shares were issued as non‑voting shares rather than voting shares, which was inconsistent with the intention of the shareholders and their professional advisors.

The application was brought on an unopposed basis and was not opposed by the Canada Revenue Agency or the Director under the Ontario Business Corporations Act.

The court found it had jurisdiction to grant rectification and was satisfied that the prerequisites for rectification due to mistake were met.

The requested relief correcting the share attributes was granted.

A motion sought rectification of a reference plan and land titles register to correct a surveying mistake that placed a right-of-way over a rock outcrop rather than along the existing gravel road historically used for access.

The applicants argued the surveyor failed to follow the original owner’s instructions and relied on equitable rectification principles based on common mistake.

The court held that rectification would interfere with the registered interests of a bona fide purchaser for value and was therefore barred by the Land Titles Act and the doctrine of indefeasibility of title.

Under the Torrens system, the register is conclusive and equitable remedies cannot override registered rights acquired by purchasers.

The motion to rectify the reference plan and title abstract was dismissed.