Supreme Court of Canada

Provincial Bank of Canada v. Gagnon, [1981] 2 S.C.R. 98

Date: 1981-10-06

Provincial Bank of Canada Appellant and cross-respondent;

and

Armand Gagnon Respondent and cross-appellant;

and

Lauriot Lalonde and John Woods Mis en cause;

and

Air-Tech Refrigeration Inc. Debtor-bankrupt.

1981: March 24; 1981: October 6.

Present: Dickson, Beetz, McIntyre, Chouinard and Lamer JJ.

ON APPEAL FROM THE COURT OF APPEAL FOR QUEBEC

Banks and banking operations—Loan obtained and secured by goods in inventory—Seizure and sale of goods—Bankruptcy—Trustee challenges security given to Bank—Nullity of security and compensation—Bank Act, R.S.C. 1970, c. B-1, ss. 2(1), 2(2), 88(1)(a), 88(1)(b).

Air-Tech Refrigeration Inc., an air-conditioning wholesale business, had obtained a loan from appellant on the security of its inventory pursuant to s. 88(1)(a) of the Bank Act. Air-Tech bought its air-conditioning equipment from the manufacturer and resold it to retail merchants or to contractors. In June 1973 the Bank took possession of the property and sold it for $52,000. The following month, Air-Tech made an assignment of its property and the trustee asked the Superior Court to rule that the security given was void. The Superior Court dismissed the petition but the Court of Appeal reversed this judgment and ordered the Bank to pay the sum of $62,000.

Held: The appeal of the appellant and cross-respondent should be dismissed. The appeal of the respondent and cross-appellant should be allowed.

The Bank argued that the Air-Tech air conditioners are still, despite the manufacturing process which produced them, “products of the quarry and mine”, since the materials from which they are made all come from quarries and mines. Such a wide interpretation of s. 88(1)(a) would make meaningless the distinction made by the legislator between the “products” which the

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wholesale purchaser, shipper or dealer can give as security under s. 88(1)(a) on the one hand, and the “goods, wares and merchandise” which a manufacturer may give as a security on the other, since such “goods, wares and merchandise” would already be comprised in the word “products” in s. 88(1)(a). If the legislator took the trouble to specify in s. 88(1)(a) the word “products”, being careful to qualify it by its origin instead of employing the juxtaposition of generic and different terms, found in para. (b), he did so with the intent of limiting the scope of para. (a) by comparison with the greater scope of para. (b). It therefore seems clear that the legislator did not indicate any intent to confer on banks the power to lend to wholesale purchasers, shippers or dealers on the security of s. 88 regardless of the nature of the articles which are the subject of the security.

The product of a quarry or mine is something which has not been transformed by a manufacturer—as the word is defined in s. 2 of the Act—that is, something which has retained its initial identity to such an extent that it can, and will naturally be, identified as such. If, however, the raw material has undergone such a transformation that its original identity has been relegated to a position of secondary importance, it is no longer possible to speak of the product of a quarry or mine. In the case at bar, there is no question that the components of Air-Tech air conditioners lost their initial identity. They accordingly could not be given as security under s. 88(1)(a).

With regard to the compensation, there is nothing in the record which could be a basis for concluding that the trustee needed to realize on this property so urgently that he had to accept only 50 per cent of its value, or which provides a basis for arbitrarily fixing the sum which the trustee would have obtained from selling it at 50 per cent of its value. It was for the Bank to prove that the reduction in Air-Tech’s estate having regard to the creditors of the bankruptcy was less than in the amount of the value of these items; otherwise, the amount of the compensation should be the value of the items, namely the sum of $130,474.26.

Gordon v. Royal Bank of Canada, 1954 338 (ON SC), [1955] 1 D.L.R. 378; Sherman E. Townsend v. Northern Crown Bank (1914), 1914 4 (SCC), 49 S.C.R. 394; British Columbia Land and Investment Agency v. Ishitaka (1911), 1911 204 (SCC), 45 S.C.R. 302; Canadian Imperial Bank of Commerce v. Heppner (1965), 1965 412 (SK QB), 51 D.L.R. (2d) 254, referred to.

APPEALS from a decision of the Court of Appeal of Quebec[^1], reversing a judgment of the

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Superior Court[^2] which dismissed the petition of the trustee in bankruptcy. Appeal of the appellant and cross-respondent dismissed. Appeal of the respondent and cross-appellant allowed.

Pierre Bourque, Q.C., for the appellant and cross-respondent.

Yoine Goldstein, for the respondent and cross-appellant.

André Denis, for the mis en cause.

English version of the judgment of the Court delivered by

LAMER J.—These two appeals are brought from a judgment of the Court of Appeal for Quebec. The Court of Appeal reversed the judgment of the Superior Court (bankruptcy side), dismissing the petition of the trustee in bankruptcy, Armand Gagnon. The latter was seeking to have the Court declare void the security which Air-Tech Refrigeration Inc. had given to the Bank over its property. The Court of Appeal allowed the petition, but set the amount of the compensation owed the company by the Bank in consequence at less than what it was seeking: hence the appeal by the Bank, asking that the trial judgment be reinstated, and the appeal by the trustee, asking for a larger sum of money.

The appeal of the Bank requires this Court to interpret s. 88 of the Bank Act, R.S.C. 1970, c. B-1 (it should be noted in passing that the recent amendments to the Bank Act (1980 (Can.), c. 40) considerably limit the scope of our decision); that of the trustee, the nature and the onus of proof required if, following the unlawful sale of the property of another, there is to be any compensation other than its replacement value.

References below to the appellant designate the Bank and to the respondent the trustee Gagnon.

Air-Tech Refrigeration Inc., an air-conditioning wholesale business, had obtained a loan from appellant on the security of its inventory pursuant to s. 88(1)(a) of the Bank Act. It should be noted

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that Air-Tech bought its air-conditioning equipment, attachments and spare parts from the manufacturer and resold them to retail merchants or to contractors; in short, Air-Tech was a wholesaler of manufactured goods; the latter were manufactured from raw materials which were still in their natural state, or from raw materials which had already undergone some transformation. In June 1973 the Bank, relying on the clauses of the contract of security, took possession of the property included in the debtor’s inventory and subsequently sold it for $52,000. The following month, Air-Tech made an assignment of its property to the trustee Armand Gagnon.

The latter, by petition, asked the Superior Court to rule that the security given was void and to order the Bank to repay him in his capacity as trustee the sum of $145,000, the value of the property which the Bank had taken from Air-Tech. This conclusion was allegedly based on the fact that Air-Tech could not give its inventory as security under s. 88(1)(a) of the Bank Act, in view of the nature of the property which it contained.

In the event that the Court rejects this first conclusion, applicant asked as an alternative conclusion that the Court order the Bank to repay the sum of $93,000, that is the difference between the actual value of the inventory, $145,000, and the amount of $52,000 received by the Bank.

This alternative conclusion was based on allegations of misconduct by the Bank in the way in which it realized on the security.

The Superior Court judge ruled in favour of the Bank and dismissed the petition.

The Court of Appeal for Quebec ruled in favour of the trustee and found the security given to the Bank to be void; however, ruling on the amounts sought by the trustee in the first conclusion of his petition, the Court only allowed his claim in part and ordered the Bank to pay only $62,000, with interest from the date of service.

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The Bank appealed from the decision in its entirety. The trustee, for his part, accepted the valuation by the Court of Appeal of the property sold by the Bank, and reduced his initial request, for $145,000, to that set by the Court, namely the sum of $130,474.26. In his appeal he is asking this Court to reverse the decision of the Court of Appeal and to order the Bank to pay him this sum of $130,474.26. The trustee reiterated his alternative conclusion, but admitted that, if applicable, the amount claimed would only be $68,474.26, with interest; this results from his admission that the valuation of the inventory by the Court of Appeal was correct.

In order to limit consideration of the matter, it should be noted at the outset that there is no need to deal further with the alternative conclusion, since I concur in the view of the Court of Appeal for Quebec that the security should be ruled void.

Furthermore, I am of the view that the trustee’s appeal should be allowed and that the Bank should be ordered to pay the sum of $130,474.26.

Voiding of the security

It will be helpful to reproduce here the following statutory provisions, part of ss. 88(1) and (2) of the Bank Act, supra, which applied in 1973:

88. (1) The bank may lend money and make advances

(a) to any wholesale purchaser or shipper of, or dealer in, products of agriculture, products of the forest, products of the quarry and mine, or products of the sea, lakes and rivers, upon the security of such products and of goods, wares and merchandise used in or procured for the packing of such products;

(b) to any person engaged in business as a manufacturer, upon the security of goods, wares and merchandise manufactured or produced by him or procured for such manufacture or production and of goods, wares and merhandise used in or procured for the packing of goods, wares and merchandise so manufacture or produced;

INTERPRETATION

2. (1) In this Act

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“goods, wares and merchandise” includes products of agriculture, products of the forest, products of the quarry and mine, products of the sea, lakes and rivers, and all other articles of commerce;

“products of agriculture” includes

(a) grain, hay, roots, vegetables, fruits, other crops and all other direct products of the soil, and

(b) honey, maple products, livestock (whether alive or dead), dairy products, eggs and all other indirect products of the soil;

“products of the forest” includes

(a) logs, pulpwood, piling, spars, railway ties, poles, pit props and all other timber,

(b) boards, laths, shingles, deals, staves and all other lumber, bark, wood chips and sawdust, and

(c) skins and furs of wild animals;

“products of the quarry and mine” includes stone, clay, sand, gravel, metals, ores, coal, salt, precious stones, metalliferous and non-metallic minerals and hydrocarbons, whether obtained by excavation, drilling or otherwise;

“products of the sea, lakes and rivers” includes fish of all kinds, marine and fresh water organic and inorganic life and any substances extracted or derived from any water;

(2) For the purposes of this Act, each thing included in the following definitions in subsection (1), namely,

(a) “crops growing or produced upon the farm”,

(b) “livestock”,

(c) “products of agriculture”,

(d) “products of the forest”,

(e) “products of the quarry and mine”, and (f) “products of the sea, lakes and rivers”,

comprises that thing in any form or state and any part thereof and any product or by‑product thereof or derived therefrom.

The Bank argued that the statutory provisions are clear and that, having regard to the definitions of s. 2 of the Bank Act, the Air-Tech air conditioners are still, despite the manufacturing process which produced them, “products of the quarry and mine”, since the materials from which they are

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made all come from quarries and mines. In support of this purely exegetic argument the Bank stated that this interpretation of the statute complies with the intent of the legislator who enacted it, namely his wish to facilitate bank loans to wholesalers and manufacturers and so to encourage production. The Bank further added that Parliament demonstrated this intent when in 1954 the Bank Act was amended, adding to s. 2 its second paragraph, which it said was a reaction to the decision by the Supreme Court of Ontario in Gordon v. Royal Bank of Canada[^3] which placed a limiting interpretation on the statements by the Supreme Court of Canada regarding the scope of s. 88 in Sherman E. Townsend v. Northern Crown Bank[^4] (see also observations by the Court of Appeal of Ontario[^5]. The Bank added to these arguments one of a practical nature, namely that the interpretation which the trustee is asking this Court to give the Act would make it impossible for anyone to foresee with reasonable certainty whether a product is capable of being given as security under s. 88(1)(a).

The trustee argued that, for a product to be capable of being given as security under s. 88(1)(a), it must not have entirely lost its identity as a natural product, while at the same time admitting that a natural product does not cease to be the product of a quarry or mine immediately that product is transformed through human intervention. Accordingly, he argued that the difficulty of determining just when such identity is lost from the point of view of s. 88(1)(a) is not a reason to conclude that the legislator did not intend it to be taken into account in matters involving a bank security. He further stated that giving the wording of s. 88(1)(a) the meaning suggested by the Bank would have the effect of making para. (b) of s. 88(1) pointless and redundant, since the products dealt with by s. 88(1)(b) would already have been included in para. (a).

Respondent in his turn supported this argument, based on the enactment, by reference to the intent

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of Parliament. He maintained that Parliament sought by s. 88(1)(a) and (b) to offer an exceptional means of financing to those manufacturing raw materials at the various stages leading up to transformation into saleable articles, but not beyond that stage; once manufactured or processed, the article, whether in the hands of a wholesaler or a retailer, may no longer be given as a security under s. 88(1)(a) or (b), and these merchants, whether wholesalers or retailers, must finance their transactions and their commercial operations by the traditional means, but without recourse to s. 88.

The Superior Court ruled in favour of the Bank; the Court of Appeal, in favour of the trustee.

Though the interpretation of the wording of s. 88(1)(a) suggested to the Court by the Bank does no violence to the terms of s. 2, I nevertheless, in view of s. 88(1)(b), cannot agree. In this regard I concur in the reasons of the Court of Appeal, when it stated, in the words of Paré J.A. (at p. 181):

[TRANSLATION] An interpretation as wide as that suggested would also make meaningless the distinction made by the legislator between the “products” which the wholesale purchaser, shipper or dealer can give as security under s. 88(1)(a) on the one hand, and the “goods, wares and merchandise” which a manufacturer may give as a security on the other, since such “goods, wares and merchandise” would already be comprised in the word “products” in s. 88(1)(a). If by such a wide interpretation of the word “products” we were to abandon the distinction between the word “products” and the words “goods, wares and merchandise”, we would at the same time be abandoning the distinction between the purchaser, shipper or dealer, dealt with in para. (a), and the manufacturer, dealt with in para. (b). It should be remembered that the juxtaposition of the words “goods”, “wares” and “merchandise” has the effect of including in the provision of this paragraph everything that may be regarded as a manufactured article. If the legislator took the trouble to specify in subs. (1)(a) of s. 88 the word “products”, being careful to qualify it by its origin instead of employing the juxtaposition of generic and different terms, found in para. (b), he did so with the intent of limiting the scope of para. (a) by comparison with the greater scope of para. (b).

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In the circumstances, I think it is clear that the legislator did not indicate any intent to confer on banks a power to lend to wholesale purchasers, shippers or dealers on the security of s. 88, regardless of the nature of the articles which are the subject of the security.

A product of a quarry or mine can, after undergoing certain transformations, even if these are extensive, remain as such provided that, in spite of all the changes, it has retained its identity to such an extent that it can, and will naturally be, identified as such. If, however, the raw material has undergone such a transformation that its original identity, without being completely lost, has been relegated to a position of secondary importance, and it has assumed some other identity in the market place, it is no longer really possible to speak of the product of a quarry or mine.

Thus it is possible for a material to undergo significant transformations, and be presented to the consumer in this form, while still retaining its identity as a product of a quarry or mine. In that case, a wholesaler responsible for distributing it to retailers would be one of the persons who could make use of the provisions of s. 88(1)(a). If, on the other hand, the product has effectively lost nearly all its original identity before going to the retailer, this is an indication that it has at some stage been processed by a manufacturer, as this term is defined by the Act, in s. 2:

“manufacturer” includes any person who manufactures or produces by hand, art, process or mechanical means any goods, wares and merchandise and, without restricting the generality of the foregoing, includes a manufacturer of logs, timber or lumber, maltster, distiller, brewer, refiner and producer of petroleum, tanner, curer, packer, canner, bottler and a person who packs, freezes or dehydrates any goods, wares and merchandise;

To my mind, this very wide definition of the word “manufacturer” explains why the legislator speaks of things in terms of “products of the quarry and mine” in para. (a) of s. 88(1), and speaks, in para. (b), of the same things, once they have been transformed or delivered for transformation, as being “goods, wares and merchandise”.

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In short, the product of a quarry or mine is something which has not been transformed by a manufacturer, and what has been transformed ceases to be such a product, but becomes something quite different. Put another way, if a thing has been transformed to the point where it substantially loses its initial identity, it has been manufactured (regardless of whether this takes place in a factory, a workshop or elsewhere); on the other hand, whatever the procedure and regardless of whether it occurred in a workshop or somewhere else, if the thing has substantially retained its initial identity despite these transformations, it has not been manufactured.

Accordingly, a wholesaler of a product which, transformed but retaining its identity, is sent to the retailer is someone who can make use of s. 88(1)(a), whereas wholesalers of products coming from the manufacturer cannot do so.

To this extent, and using the definition of manufacturer defining a product which has substantially been transformed as having been manufactured, I agree with respondent when he states in his submission:

…Once the manufacturer disposes of the final product, the acquirer cannot give valid s. 88 security on the product unless he uses it as part of his own manufacturing process.

The legislation accordingly envisages only two steps of the marketing procedure. It clearly does not envisage the third and fourth steps, that is, the activities of the distributor of these manufactured goods and the activities of the retailer of these goods. In other words, s. 88 is meant to cover, as Falconbridge puts it, a range of activities governing the raw products to the production of the finished article. Once the article is completed by its manufacture, it ceases to be susceptible of hypothecation under s. 88, the objectives of Parliament having been fulfilled by the availability of financing up to and including manufacture, and the bank and its customer must then seek other forms of financing available to banks to cover the activities of distributors and retailers, such as warehouse receipts and trust deed or debenture security.

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It is worth repeating here that, in my opinion, if the product goes to the retailer without substantial transformation, that is, without having been the subject of manufacture, the wholesaler of that product is nonetheless a wholesaler within the meaning of s. 88(1)(a).

In the case at bar, there is no question that Air-Tech is a wholesaler. There is further no question that the components of Air-Tech air conditioners and their attachments lost their initial identity to the point where they ceased to be “products of the quarry and mine”, and through manufacture became “goods, wares or merchandise”.

In my view, therefore, the wholesaler of such air conditioners cannot give them as a security under s. 88(1)(a).

Compensation

After finding that the security was void, the Court of Appeal proceeded to determine the amount to which the trustee was entitled as compensation for the loss of the articles unlawfully withdrawn from the bankrupt’s estate. It may be noted that the Superior Court judge did not directly advert to the point, since he concluded that the security was valid, but he did nonetheless deal with it indirectly by ruling on the alternative conclusion of the trustee’s petition, which raised the question of whether the Bank had been negligent or in bad faith in the manner in which it realized on the security.

The Court of Appeal (at pp. 182-83) determined the value of the Air-Tech inventory appropriated by the Bank at the sum of $130,474.26:

[TRANSLATION] In accordance with the accounting evidence, therefore, I would set the figure for the inventory at the time of the disputed sale in the approximate and adjusted sum of $130,000, on the basis of the following computations:

Inventory at May 31, 1973

$158,661.12

Purchases, June 1973

36,000.00

194,661.12

Sales, June

65,798.08

128,863.04

Other purchase invoices

1,611.22

$130,474.26

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Analysing now the testimony by President Horwood of R. & E. Thermal, which had purchased from Wayne Gamble part (P-6) of the inventory for the amount of $53,000, it should first be noted that he estimated the content of the inventory at $100,000 at least. This does not contradict the foregoing conclusions, in that while he made an estimate for the part of the articles which he took from this inventory, he made no estimate himself for the part of the articles which he did not intend to buy, and I prefer in the circumstances to rely on the debtor’s books of account.

Then, concluding that there should be compensation of $62,000, the Court of Appeal reasoned as follows (at p. 183):

[TRANSLATION] This does not mean that the trustee-appellant would have realized this amount of $130,000 when he disposed of the contents of the inventory. In this regard, I am in agreement with the trial judge when he states (J.R. p. 1006) that an auction sale or a sale by tender would have brought much less than the value of the property contained in the inventory. In the hands of the trustee-appellant, this property had only the value obtainable on a forced and rapid realization, which was known to all potential purchasers. Regardless of whether the sale was made by mutual consent, by tender or by public auction, this realization value was considerably below the value of the items in the inventory. I would therefore set this realization value at the lump sum of 50 per cent of the cost price.

Finally, the trustee would necessarily have incurred various types of expenses in order to realize on this asset. By comparison with the expenses incurred by the Bank in this regard (J.R. p. 427), I would fix the amount at the lump sum of $3,000, with this amount to be deducted from the realization value of the property contained in the inventory.

I would therefore set the value of the property improperly sold by respondent Bank at $65,000, with the amount of $3,000 to be deducted for expenses of realization.

True the trial judge did state in his judgment that (J.R. p. 558):

[TRANSLATION] A sale at public auction assumes that the price is dependent on demand and that potential buyers are looking for bargains (CANADIAN IMPERIAL BANK OF COMMERCE V. HEPPNER (1965), 1965 412 (SK QB), 51 D.L.R. (2d) 254 (261)).

but one observation should be made in this connection. The trial judge made these comments in quite

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a different context from that in which the Court of Appeal found itself. The Superior Court judge had to determine whether the conduct of the Bank in realizing on its security was in accordance with the rules laid down by statute and precedent. These rules were stated by Duff J. of this Court in British Columbia Land and Investment Agency v. Ishitaka[^6] at pp. 316‑17:

A further ground of action was relied upon in the Court of Appeal—that the property was sold at an undervalue owing to the absence of such steps as the mortgagees were bound to take in order to protect the interest of the respondent in securing the best price. It is to be observed that the duty of a mortgagee in exercising a power of sale (as touching the measures to be taken to secure a good price for the property sold), has in recent years been stated by a very high authority, (Kennedy v. De Trafford, [1897] A.C. 180), Lord Herschell, at page 185; Lord Macnaghten at page 192; Nutt v. Easton, [1899] 1 Ch. 873, per Cozens-Hardy J., at pages 877 and 878. The sum of the matter appears to be this. He is bound to observe the limits of the power and he is bound to act in good faith, that is to say, he is bound to exercise the power fairly for the purpose for which it was given. If the mortgagee proceeds in a manner which is calculated to injure the interests of the mortgagor and if his course of action is incapable of justification as one which in the circumstances an honest mortgagee might reasonably consider to be required for the protection of his own interests; if he sacrifice the mortgagor’s interests “fraudulently, wilfully or recklessly,” then, as Lord Herschell says, it would be difficult to understand how he could be held to be acting in good faith. But that is a vastly different thing from saying that he is under a duty to the mortgagor to take, (regardless of his own interests as mortgagee,) all the measures a prudent man might be expected to take in selling his own property. The obligation of a trustee, when acting within the limits of the power, would be no higher, Learoyd v. Whiteley 12 App. Cas. 727, at page 733, and it is clear that in exercising his power the mortgagee does not act as trustee. The evidence quite fails to establish any violation of the respondent’s rights according to these principles.

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It is significant that the trial judge referred to the decision in Canadian Imperial Bank of Commerce v. Heppner[^7].

In that case, Disberry J. of the Court of Queen’s Bench of Saskatchewan, commenting on the actions of a bank in realizing on its security, said (at p. 261):

I find nothing in the evidence to suggest that the Bank did not act in good faith throughout or that it sold the combine wilfully or recklessly at less than its net value at a forced sale. The evidence adduced at the trial seems to have been directed towards establishing its market value if sold at an ordinary sale, rather than its cash sale value at a forced sale where value and price are fixed by the demand. It is general knowledge that at such sales prospective purchasers are looking for bargains. The Bank had a right to realize on its security and was not required by law to refrain from doing so until a purchaser could be found who would pay its fair market value in the ordinary sense. Such a purchaser might never be found. The onus lies upon the defendant to prove that the sale was not made in good faith and that the Bank failed in its duty to him in conducting such sale. The defendant has failed to satisfy that onus.

The observations of Disberry J., like those of the trial judge in the case at bar, were made in quite a different context from that in which the Court of Appeal was required to reach its decision, in that the selling price was there considered as evidence to be used in deciding whether the Bank acted correctly or incorrectly in realizing on its security, and not, as the case here, in deciding on the quantum of compensation, a fortiori of compensation for someone whose property has been unlawfully sold.

The observations of the trial judge on the matter are not, therefore, in my opinion, of any relevance and the Court of Appeal did not have to rely on them; but it is still necessary for this Court to consider whether the Court of Appeal could have reached the same conclusion on its own.

I find nothing in the record which could be a basis for concluding that the trustee needed to realize on this property so urgently that he had to

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accept only 50 per cent of its value, or which provides a basis, for any reason whatsoever, for arbitrarily fixing the sum which the trustee would have obtained from selling it at 50 per cent of its value.

In my view it was for the Bank, once established that it had unlawfully sold the property of another, and not in realization of its security, to prove that the reduction in Air-Tech’s estate having regard to the creditors of the bankruptcy was less than in the amount of the value of these items; otherwise, the amount of the compensation should be the value of the items, as determined by the Court of Appeal, and not disputed by the parties, namely the sum of $130,474.26.

For these reasons, I would dismiss the appeal of the Bank, allow that of the trustee Armand Gagnon, vary the decision of the Court of Appeal by ordering the Bank to pay the trustee the sum of $130,474.26, with interest from the date of service; and order the Bank to pay costs in all courts.

Appeal by the appellant and cross-respondent dismissed with costs. Appeal by the respondent and cross-appellant allowed with costs.

Solicitors for the appellant and cross-respondent: Desjardins, Ducharme, Desjardins & Bourque, Montreal

Solicitors for the respondent and cross-appellant: Meyerovitch, Goldstein & Flanz, Montreal.

Solicitors for the mis en cause: Viau, Bélanger, Hébert, Mailloux, Beauregard, Paquette & Pinard, Montréal.

[^1]: 1979 4518 (QC CA), [1979] C.A. 178.

[^2]: [1974] C.S. 639.

[^3]: 1954 338 (ON SC), [1955] 1 D.L.R. 378.

[^4]: (1914), 1914 4 (SCC), 49 S.C.R. 394.

[^5]: (1913), 1913 19 (ON CA), 28 O.L.R. 521.

[^6]: (1911), 1911 204 (SCC), 45 S.C.R. 302.

[^7]: (1965), 1965 412 (SK QB), 51 D.L.R. (2d) 254.