P. B. C. Pepper

A real estate broker appealed from a judgment denying commission after a purchaser entered into an agreement of purchase and sale, paid a deposit, and then refused to close.

The majority held that the listing agreement governed the broker's entitlement and required a completed sale, absent vendor default, before commission became payable.

Because the purchaser was unwilling to complete the transaction and the vendor had not reneged, the broker failed to establish entitlement to commission or to the deposit.

The appeal was dismissed, with a dissent concluding that procurement of a valid offer was sufficient to trigger commission.

The appellant appealed a judgment declaring an agreement of purchase and sale of land to be void.

The agreement provided a closing date of January 21, 1970, and expressly stated that time was of the essence.

The appellant had the right to postpone the closing date but took no steps to do so.

The Supreme Court of Canada dismissed the appeal, holding that any other interpretation would leave the agreement open indefinitely.

The appellant corporate taxpayer sold its assets to a sister subsidiary that had accumulated substantial tax losses.

The appellant then operated the business as an agent for the subsidiary, transferring the net income to it at the end of each fiscal year to utilize the loss carry-forward.

The Minister of National Revenue reassessed the appellant, arguing the transaction was incomplete, a sham, and lacked a bona fide business purpose.

The Supreme Court of Canada allowed the appeal, holding that the transaction was legally complete and not a sham, as it created the exact legal relationships intended by the parties.

The Court rejected the strict 'business purpose' test, affirming that taxpayers may arrange their affairs to minimize tax liability provided the transaction is legally effective and does not violate specific anti-avoidance provisions.