Corporate/Commercial Law - SCC

In an insolvency appeal, the Court considered whether provincial farm-protection preconditions conflicted with the national receivership regime under the federal bankruptcy statute.

The majority held there was no operational conflict and no frustration of federal purpose, emphasizing a restrained paramountcy analysis and cooperative federalism.

The purpose of the federal receivership provision was read narrowly as creating a national appointment mechanism, not guaranteeing a uniformly rapid timeline free from provincial conditions.

The provincial 150-day process and mediation framework therefore remained operative when a secured creditor sought appointment of a receiver over farm-related assets.

A dissent would have found the provincial scheme frustrated federal objectives of timeliness, flexibility, and emergency responsiveness.

The Court dismissed the appeal and held that Ontario’s permit-suspension enforcement mechanism is constitutionally inoperative to the extent it enforces a bankruptcy-provable toll debt discharged under s. 178(2) of the Bankruptcy and Insolvency Act, because it creates an operational conflict and frustrates Parliament’s financial rehabilitation purpose.

In a utilities rate-setting appeal, the Court considered whether Alberta statutes requiring prudent costs imposed a mandatory no-hindsight methodology.

The Court held the regulator retained discretion to choose its analytical approach, provided resulting rates were just and reasonable to both consumers and utilities.

On the record, the disallowed pension cost-of-living adjustment component was reasonably treated as forecast rather than committed cost.

Limiting recoverable COLA to 50 percent of CPI, capped at 3 percent, for specified pension calculations was therefore reasonable.

The appeal was dismissed.

The Court held that under Manitoba’s Builders’ Liens Act, statutory trust and lien remedies are independent and may proceed concurrently.

Filing a lien bond to vacate a lien does not satisfy or extinguish trust obligations.

The appeal was dismissed with costs.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

The court determined the dispositive appellate issues on the evidentiary record.

The reasons address the principal submissions, apply the governing legal framework, and resolve the controlling questions.

Relief was granted or refused according to the applicable standard of review and the merits.

These consolidated tax-planning appeals concerned errors in transactional documents that failed to reflect the parties’ common contractual intentions under Quebec civil law.

The Court held that, where parties mutually recognize drafting or implementation errors and amend their acts to align with their true agreement, courts may interpret and recognize those amendments under art. 1425 C.C.Q. The Court emphasized the distinction between exchange of consents and written expression, and rejected any acquired right of tax authorities to benefit from contractual errors once corrected by mutual consent, subject to third-party rights.

It also clarified that civil courts in such proceedings do not adjudicate the validity of tax assessments, which remain for competent tax forums.

The appeals were dismissed with costs throughout.

The Court dismissed an appeal from authorization of a Quebec class action alleging international DRAM price-fixing and overcharges to direct and indirect purchasers.

It held Quebec courts had jurisdiction under art. 3148(3) C.C.Q. because economic damage was allegedly suffered in Quebec through a consumer contract concluded there.

The Court reaffirmed that authorization is a low-threshold screening stage and found an arguable case on fault, injury, and causation under art. 1457 C.C.Q. It accepted that passed-on overcharges can ground injury claims in Quebec civil liability and that aggregate loss allegations may suffice at authorization.

It also found adequate representation and no disqualifying conflict at this preliminary stage.

Direct and indirect purchasers sought certification of a class action alleging unlawful price-fixing of high-fructose corn syrup and pass-through overcharges.

The majority held indirect purchasers may in principle sue, but certification failed for that group because there was no evidentiary basis that at least two members could self-identify as having purchased affected products during the class period.

It also held the direct purchasers’ constructive trust claim was plain and obvious to fail for lack of proprietary nexus and inadequacy of monetary remedy.

The appeal by the proposed indirect purchaser class was dismissed and the respondents’ cross-appeal was allowed.

Dissenting reasons would have found an identifiable class and certified the indirect purchaser claims.

The appeal addresses the governing legal test and its application to the record before the appellate court.

The Court clarifies the proper analytical framework, applies it to the disputed issues, and resolves the appeal accordingly.

The reasons emphasize principled interpretation and consistency with established jurisprudence.

The disposition determines the parties' rights on the issues raised in the appeal.

The appellant credit union challenged tax reassessments following an amalgamation structured to avoid statutory flow-through of tax attributes.

The Court held the amalgamation met the statutory conditions for a qualifying amalgamation under the Income Tax Act because provincial amalgamation law vested all predecessor property and liabilities in the amalgamated entity by operation of law.

As a result, the appellant could not avoid flow-through treatment for capital cost allowance and preferred rate amount calculations.

Concurring reasons agreed in result based on legal continuity at amalgamation and cautioned against broader holdings on provincial corporate law.

The appeal was dismissed with costs.

The appeal addresses the governing legal test and its application to the record before the appellate court.

The Court clarifies the proper analytical framework, applies it to the disputed issues, and resolves the appeal accordingly.

The reasons emphasize principled interpretation and consistency with established jurisprudence.

The disposition determines the parties' rights on the issues raised in the appeal.

The court considered whether a single-purpose corporate purchaser seeking specific performance after a failed land transaction was exempt from the mitigation principle in contract damages.

The majority held that incorporation benefits carry corresponding burdens, including reasonable mitigation efforts where substitute opportunities are available.

It concluded the purchaser lacked a substantial and legitimate basis to avoid mitigation and that the evidentiary record supported available comparable development opportunities.

The dissent would have restored trial damages, finding no palpable and overriding error on mitigation opportunity and reasonableness.

The appeal and cross-appeal were both dismissed, leaving the appellate reduction to nominal damages in place.

Consumer-protection appeal concerning misleading sweepstakes advertising and civil remedies under Quebec's Consumer Protection Act.

The Court held the proper benchmark for general impression is the credulous and inexperienced average consumer, not a skeptical or especially curious consumer.

The mailing was found misleading and to omit material information, establishing prohibited practices under ss. 219 and 228 and engaging civil recourses under s. 272 where a sufficient nexus to the consumer contract was proven.

Compensatory damages of $1,000 were upheld, punitive damages were justified but reduced to $15,000, and the appeal was allowed in part.