Tag archives: SCC

Legal update: branches of a corporation are one and the same

In a recent unanimous decision of the full bench in 1068754 Alberta Ltd v Quebec (Agence du revenue) (1068754 Alberta Ltd.), the Supreme Court of Canada has upheld Quebec tax officials’ authority to demand information from a national bank that operates in multiple provinces including Quebec and Alberta, thereby asserting that different branches of the same corporation are still one legal person.

Unlike other provinces, Quebec collects its own income tax and the requirement to pay taxes depends on the residency of a person (legal or natural). Determining residency can be a complex legal analysis and requires a … Continue Reading

Supreme Court of Canada clarifies law of rectification

Deals often come together very quickly. In all that rush, it’s easy for the parties to forget to think about all of the long term implications of the deal. Perhaps the parties simply didn’t realize that the deal would have certain consequences that frustrated their original intentions. Maybe the parties intended to avoid particular tax consequences but carried out the steps of the transaction in the wrong order. Whatever the issue, the remedy of rectification offers the parties a second chance; a chance to go back and fix their mistakes. Two recent decisions of the Supreme Court of Canada have … Continue Reading

Case update on the common law duty to act honestly

In 2014, the Supreme Court of Canada delivered a seminal decision, Bhasin v Hrynew (Bhasin), on common law duties of contractual performance. Earlier discussions on the case can be found here and here. In the Bhasin decision, the Court established a general obligation of good faith in the performance of contracts, and a duty of “honest performance”, which applies to all contracts and requires parties to act honestly with one another in relation to the performance of their contractual obligations.

In a more recent case, Lavrijsen Campgrounds Ltd. v Reville (Lavrijsen), the Ontario Superior Court … Continue Reading

Supreme Court clarifies test for merger review in Canada

Lays waste to Commissioner’s case on efficiencies, but serves as reminder of hazards of internal documents

On January 23, 2015, the Supreme Court of Canada (SCC) released its much-anticipated decision in Tervita Corp. v Canada (Commissioner of Competition). In 2011, the Commissioner of Competition (Commissioner) challenged Tervita Corp.’s merger with a potential competitor, Complete Environmental Inc., and in 2012 the Competition Tribunal (Tribunal) ruled in favour of the Commissioner and ordered Tervita to divest itself of the assets it had acquired. The Federal Court of Appeal (FCA) upheld that decision. In … Continue Reading

Supreme Court recognizes good-faith contractual performance as an organizing principle of common law

In last week’s article, Honesty is the best policy: new common law duty to act honestly in contractual performance, Todd Melchoir considered the Supreme Court of Canada’s recent decision in Bhasin v Hrynew. For further reading on this landmark decision, please check out Norton Rose Fulbright’s bulletin titled Supreme Court recognizes good-faith contractual performance as an organizing principle of common law.… Continue Reading

Honesty is the best policy: new common law duty to act honestly in contractual performance

Last week, in its landmark decision in Bhasin v Hrynew, the Supreme Court of Canada (the Court) faced the issue of whether Canadian common law imposes a duty on parties to perform their contractual obligations honestly. In that case, the Court clearly established: (1) a general obligation of good faith in the performance of contracts; and (2) a new duty of “honest performance”, which applies to all contracts and requires parties to act honestly with one another in relation to the performance of their contractual obligations.

The case considered a contractual dispute between an Alberta financial company, Canadian … Continue Reading

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