Durocher v. The Queen

Durocher v. The Queen
Court (s) Database
Tax Court of Canada Judgments
Date
2015-12-09
Neutral citation
2015 TCC 297
File numbers
2011-1272(IT)G, 2011-1274(IT)G, 2011-1284(IT)G, 2011-1305(IT)G, 2011-1314(IT)G, 2011-1349(IT)G, 2011-1350(IT)G, 2011-1351(IT)G, 2011-1352(IT)G, 2011-1356(IT)G, 2011-1357(IT)G, 2011-1358(IT)G, 2011-1360(IT)G, 2011-1363(IT)G, 2011-1365(IT)G, 2011-1393(IT)G
Judges and Taxing Officers
Gerald J. Rip
Subjects
Income Tax Act
Decision Content
Docket: 2011-1393(IT)G
BETWEEN:
LINE DUROCHER,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appals heard with the appeals of Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19, 2015, at Montréal, Quebec
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from assessments made pursuant to the Income Tax Act for the 2006 and 2008 taxation years are dismissed with costs.
Signed at Ottawa, Canada, on this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1274(IT)G
BETWEEN:
XAVIER VALLERAND,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeal heard with the appeals of Line Durocher (2011‑1393(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) et Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar,
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeal from the assessment made under the Income Tax Act for the 2006 taxation year is dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1284(IT)G
BETWEEN:
G. MARIUS BÉRUBÉ,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act ("Act") for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
The purported appeal from the assessment made under the Act for the 2009 taxation year is quashed.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket : 2011-1305(IT)G
BETWEEN:
AÏSHA BLONDEAU,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani et Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUGDMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1314(IT)G
BETWEEN:
CATHERINE SANSOUCY,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeal from the assessment made under the Income Tax Act ("Act") for the 2006 taxation year is dismissed, with costs.
The purported appeal from the assessment made under the Act for the 2008 taxation year is quashed.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket : 2011-1349(IT)G
BETWEEN:
CLAUDINE LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Me Nathalie Labbé et Me Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket : 2011-1350(IT)G
BETWEEN:
ÉLISE LAGARDE,
Appellant,
et
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé et Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1351(IT)G
BETWEEN:
FRANCIS S. LABONTÉ,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December, 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1352(IT)G
BETWEEN:
GENEVIÈVE LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1356(IT)G
BETWEEN:
NATHALIE MONETTE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1357(IT)G
BETWEEN:
MARISOL RINGUET,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeal heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeal from the assessment made under the Income Tax Act for the 2006 taxation year is dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1358(IT)G
BETWEEN:
MARIE-PIER BLONDEAU,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar,
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1360(IT)G
BETWEEN:
FRANCINE BUSSIÈRES,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Vincent Lagarde (2011‑1363(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar,
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1363(IT)G
BETWEEN:
VINCENT LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeals heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Olivier Ringuet (2011‑1365(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeals from the assessments made under the Income Tax Act for the 2006, 2007 and 2008 taxation years are dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1365(IT)G
BETWEEN:
OLIVIER RINGUET,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeal heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G) and Loik Vallerand (2011‑1272(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar,
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeal from the assessment made under the Income Tax Act for the 2006 taxation year is dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Docket: 2011-1272(IT)G
BETWEEN:
LOIK VALLERAND,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
Appeal heard together with the appeals of Line Durocher (2011‑1393(IT)G), Xavier Vallerand (2011‑1274(IT)G), G. Marius Bérubé (2011‑1284(IT)G), Aïsha Blondeau (2011‑1305(IT)G), Catherine Sansoucy (2011‑1314(IT)G), Claudine Lagarde (2011‑1349(IT)G), Élise Lagarde (2011‑1350(IT)G), Francis S. Labonté (2011‑1351(IT)G), Geneviève Lagarde (2011‑1352(IT)G), Nathalie Monette (2011‑1356(IT)G), Marisol Ringuet (2011‑1357(IT)G), Marie‑Pier Blondeau (2011‑1358(IT)G), Francine Bussières (2011‑1360(IT)G), Vincent Lagarde (2011‑1363(IT)G) and Olivier Ringuet (2011‑1365(IT)G)
on February 19 and 20, 2015, at Montreal (Quebec).
Before: The Honourable Justice Gerald J. Rip
Appearances:
Counsel for the Appellants:
Bertrand Leduc, Serge Amar,
Tamila Ziani and Éloïse Gagné
Counsel for the Respondent:
Nathalie Labbé and Grégoire Cadieux
JUDGMENT
The appeal from the assessment made under the Income Tax Act for the 2006 taxation year is dismissed, with costs.
Signed at Ottawa, Canada, this 9th day of December 2015.
"Gerald J. Rip"
Rip J.
Citation: 2015 TCC 297
Date: 20151209
Docket: 2011-1393(IT)G
BETWEEN:
LINE DUROCHER,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1274(IT)G
AND BETWEEN:
XAVIER VALLERAND,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1284(IT)G
AND BETWEEN:
G. MARIUS BÉRUBÉ,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1305(IT)G
AND BETWEEN:
AПSHA BLONDEAU,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1314(IT)G
AND BETWEEN:
CATHERINE SANSOUCY,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1349(IT)G
AND BETWEEN:
CLAUDINE LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1350(IT)G
AND BETWEEN:
ÉLISE LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1351(IT)G
AND BETWEEN:
FRANCIS S. LABONTÉ,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1352(IT)G
AND BETWEEN:
GENEVIÈVE LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent
Docket: 2011-1356(IT)G
AND BETWEEN:
NATHALIE MONETTE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1357(IT)G
AND BETWEEN:
MARISOL RINGUET,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1358(IT)G
AND BETWEEN:
MARIE‑PIER BLONDEAU,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1360(IT)G
AND BETWEEN:
FRANCINE BUSSIÈRES,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1363(IT)G
AND BETWEEN:
VINCENT LAGARDE,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1365(IT)G
AND BETWEEN:
OLIVIER RINGUET,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent,
Docket: 2011-1272(IT)G
AND BETWEEN:
LOIK VALLERAND,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
REASONS FOR JUDGMENT
Rip J.
[1] The principal issue in all appeals is whether the appellants may claim a capital gains deduction in 2006 in accordance with subsection 110.6(2) of the Income Tax Act ("Act"). To decide the issue I must determine whether at all relevant times the shares of Gestion RJCG Inc. ("RJCG") were "qualified small business corporation shares" as defined by subsection 110.6(1).
[2] A question to be answered is whether throughout the 24 months immediately preceding the disposition of the shares of RJCG by its shareholders, another person had a right under a contract, either immediately or in the future, absolutely or contingently, to acquire the shares of RJCG and therefore "be deemed to have the same position in relation to control of the corporation as if the person owned the shares at that time": subsection 125(7) and paragraph 251(5)(b) of the Act.
[3] In assessing the appellants, the Minister of National Revenue ("Minister") assumed, among other things, that Aviva Canada Inc. ("Aviva") held an option to acquire the shares of RJCG notwithstanding a unanimous shareholders agreement (“Shareholders Agreement”), signed in 2002, provides for an option to Aviva to acquire shares of Gestion Lagarde Massicotte Inc. (“Gestion Lagarde”). The Crown argued that as of December 20, 2005, Aviva had the right to acquire the shares of RJCG and at that date, RJCG ceased to be a Canadian controlled private corporation: subsection 125(7).
[4] The appellants are Claudine Lagarde, Vincent Lagarde, Geneviève Lagarde, Élise Lagarde, Line Durocher, Francis S. Labonté, Nathalie Monette, Marisol Ringuet, Olivier Ringuet, Catherine Sansoucy, Xavier Vallerand, Loik Vallerand, Aïsha Blondeau, Marie‑Pier Blondeau, G. Marius Bérubé and Francine Bussières (“nine individuals”).
[5] All the appellants realized a taxable capital gain following the 2006 disposition. They then claimed a capital gain deduction.
[6] The appellants Nathalie Monette, Francine Bussières, Élise Lagarde, Claudine Lagarde, G. Marius Bérubé, Marie‑Pier Blondeau, Vincent Lagarde and Aïsha Blondeau also claimed minimum tax carry-over deductions for the 2007 and 2008 taxation years. As for the appellants Line Durocher, Genviève Lagarde and Francis Labonté, they also claimed this deduction for the 2008 taxation year.
[7] Three corporations, other than RJCG, have been identified in the pleadings and are relevant to the disposition of the appeals. They are:
(a) Dale Parizeau L.M. Inc. (“Dale Parizeau” or “DPLM”), an insurance brokerage company in Quebec;
(b) Gestion Lagarde, a company that holds all the common and preferred shares in Dale Parizeau; and
(c) Aviva Canada Inc. (“Aviva”), formerly CGU Group Canada Ltd. ("CGU"), incorporated under the laws of Ontario, was a wholly owned subsidiary of Aviva International Holdings Limited ("Aviva International"), a non‑resident corporation. Aviva carried on a general insurance business.
[8] RJCG held all the common shares in Gestion Lagarde, while Aviva held all the preferred shares in Gestion Lagarde.
[9] Until April 2002, a group of nine persons living in Canada, namely Carmen Bérubé, Maurice Bussières, Sonia Blondeau, Christian Dumais, Robert Lagarde, Luc Labonté, Jean‑Pierre Ringuet, François Vallerand and Jean‑Charles Massicotte ( the “nine shareholders”), held the capital stock shares in RJCG. Each individual held 6,400 common shares in RJCG, except for Robert Lagarde and Jean‑Charles Massicotte who each held 47,603. They were also all managers at Dale Parizeau.
[10] On April 1, 2002, each of the nine individuals sold their shares in RJCG for fair market value to a family trust residing in Canada. The appellants are the beneficiaries of these family trusts.
[11] On April 12, 2002, Gestion Lagarde, the shareholders in Gestion Lagarde, namely RJCG and CGU (Aviva) and Gestion Lagarde as sole shareholder of Dale Parizeau and Dale Parizeau entered into a unanimous shareholders agreement ("Shareholders Agreement"). Gestion Lagarde identified itself as a "Corporation" in the agreement. The "Shares" are identified as those of Gestion Lagarde. The Shareholders Agreement defined and regulated the respective rights and obligations of the parties as shareholders of Gestion Lagarde. Gestion Lagarde, as sole shareholder of Dale Parizeau, acknowledged that the Shareholders Agreement also constituted a unanimous shareholders agreement of Dale Parizeau. The Shareholders Agreement was subject to the laws of Québec.
[12] The parties to the Shareholders Agreement recognized that Aviva had been granted an option, with various rights ("put/call") ("option"), to subscribe to and purchase a number of Class "A" shares in the capital stock of Gestion Lagarde, which, when issued and added to the number of Class "A" shares already issued would result in the shares subject to the option representing 66.305 per cent of all issued Class "A" shares. (The Class "A" shares and Class "F" shares of the capital stock of Gestion Lagarde are referred to as "Shares".) The appellants state that this is not a matter affecting the appeals.
[13] The April 12, 2002 Shareholders Agreement set out the following provisions:
6. CGU OPTION
The parties recognize that CGU has been granted the option to subscribe to and purchase that number of Class "A" Shares (the "Optioned Shares") which, when issued and added to the issued and outstanding Class "A" Shares, would result in the Optioned Shares representing 66.305% of the resulting issued and outstanding Class "A" Shares (which include the Optioned Shares), for a price of one dollar ($1.00) per Share, pursuant to a restated and amended option agreement entered into between CGU and the Corporation as of April 12, 2002 (the "CGU Option"). The Shareholders shall, and shall cause their respective nominees to the board of directors of the Corporation to, give effect to the CGU Option and cause the Corporation to issue the appropriate number of Shares to CGU upon the exercise of the CGU Option.
7. DISPOSITION OF SHARES
7.1 Put by RJCG
At any time after May 1, 2005, RJCG will be entitled to put all but not less than all its Shares to CGU (which notice may be given six months prior to May 1, 2005), and CGU will, in such event, purchase such Shares at Fair Value or cause such Shares along with all Shares held by CGU together with the CGU Option to be purchased by a third party at fair market value.
7.3 Call on RJCG Shares by CGU
CGU will be entitled to require RJCG to sell on May 1, 2005, and any May 1 thereafter, all but not less than all of its Shares to CGU upon giving six (6) months’ prior notice to RJCG, (which notice may be given six months prior to May 1, 2005), and CGU will, in such event, purchase such Shares at their Fair Value increased by an amount equal to the following:
…
and RJCG shall be obliged to sell such Shares at such purchase price.
7.4 Closing of Call on RJCG Shares by CGU
The sale of Shares pursuant to the call in Section 7.3 will take place at the principal office of the Corporation on the date indicated in CGU's notice, which date shall be within thirty (30) days following expiry of the six (6) months' notice period set forth in Section 7.3.
[14] Article 18.1 of the Shareholders Agreement permitted a modification of the Agreement with the consent of all the parties but any change would not take effect until a document setting out such change or modifications is signed by all the parties. Article 18.6 provided that:
The Agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.
[15] In 2005 and 2006, the Shareholders Agreement was subject to several amendments and attempts to amend.
[16] By letter dated September 16, 2005, from Aviva to RJCG, Gestion Lagarde and Dale Parizeau, the parties agreed to free Aviva of its obligation in the Shareholders Agreement to give six months' notice to exercise the option on May 1, 2006 (Article 7.3) and agreed that from thereon Aviva could give notice until February 1, 2006. In consideration of the change, Aviva agreed to pay Gestion Lagarde $400,000.
[17] Soon after the corporations agreed to the terms of the letter of September 16, 2005, the nine individual shareholders of RJCG added their signatures to the letter agreeing to its terms. I note that earlier in the year by agreement dated April 1, 2005, the nine shareholders had transferred their shares in RJCG to family trusts. A directors' resolution of RJCG approving the transfers and the actual share transfer is dated April 1. Aviva executed its acceptance of the terms of the letter on October 13, 2005.
[18] Both the Shareholders Agreement and letter of September 16, 2005, were signed on behalf of Aviva by Ross Betteridge who, at the time, was Chief Financial Officer of Aviva, and another officer of Aviva. At trial, Mr. Betteridge stated that Aviva wanted to purchase the shares of Gestion Lagarde so as to prevent any competitor acquiring Dale Parizeau. In his letter of September 16, Mr. Betteridge advised that Aviva would be in a position to give formal notice whether it would acquire RJCG no later than February 1, 2006.
[19] Another letter, dated October ‑, 2005 (sic) was addressed to Aviva but apparently drafted by Aviva and sent by email to Ms. Sonia Blondeau, Vice President – Finance and Chief Information Officer of Dale Parizeau. This letter clarified that Aviva would pay RJCG $400,000 in consideration for amending the Shareholders Agreement on September 16. The nine individuals and the corporations all signed the letter agreeing to its contents. Aviva accepted the terms of the letter on October 27, 2005.
[20] The next amendments are in a letter dated December 20, 2005, again originating with Aviva; one in the form of a letter, the other in the form of amendments to the Shareholders Agreement and attached as a Schedule to the letter entitled "Amendments to the Unanimous Shareholders Agreement made on September 20th, 2005". Section 7.3 of the Shareholders Agreement was further amended, among other things, so that Aviva was not required to give six months prior notice to purchase the Shares of Gestion Lagarde but instead may give prior notice to RJCG at any time from the date of the letter until and including March 3, 2006.
[21] In the letter of December 20, Aviva also agreed, at page 2:
…
a) that in the event it provides notice to RJCG requiring it to sell to Aviva its shares, as outlined above, Aviva agrees to purchase the shares held directly by the individual shareholders of RJCG;
…
[22] A recital to the Schedule to the letter of December 20 stated that "for fiscal purposes the individual shareholders of RJCG wish to transfer their shares of the capital stock of RJCG to family trusts" and the parties have agreed to such transfers. I note that the RJCG shares had already been transferred to the trusts. The Schedule also provided that all provisions of the Shareholders Agreement that apply to individual shareholders of RJCG also apply to the family trusts of each individual.
[23] The letter of December 20 was signed by each of the corporations, RJCG, Gestion Lagarde and Dale Parizeau and the nine individuals. Whether the individuals signed as shareholders, trustees or otherwise is not apparent from the letter. The Schedule itself was signed only by the four corporations.
[24] It is this letter of December 20, 2005, and the Schedule that the respondent argues granted Aviva the option to acquire the shares of RJCG.
[25] By letter dated March 29, 2006, the parties agreed to again amend the notice provision in Section 7.3 of the Shareholders Agreement, among other provisions. The contents of the letter were agreed to by three corporations and nine individuals. Again, from the face of their signatures, the capacity of the nine individuals was not identified. Ms. Blondeau stated the nine shareholders signed as officers and executives of the corporations.
[26] Aviva prepared a letter, dated April 17, 2006, addressed to itself for signature by RJCG, Gestion Lagarde, Dale Parizeau and the nine individuals.
[27] The letter referred to the December 20, 2005, letter purporting to amend section 7.3 of the Shareholders Agreement "such that the exercise by Aviva of its call right thereunder would result in the acquisition of the shares held by each of the individual shareholders of RJCG in RJCG instead of the acquisition of the [shares] of Gestion Lagarde". Ms. Blondeau did not agree that the Shareholders Agreement was so amended. She was also unaware at the time that Aviva planned to assign its option to 1695711 Ontario Inc. ("Newco"). She did say three corporations and nine individuals refused to agree to the execution and delivery of any share purchase agreement by Aviva or Newco and each of the shareholders of RJCG. The letter was not signed by any of the corporations or individuals.
[28] In any event on the next day, April 18, 2006, Aviva gave written notice to RJCG that it was exercising its call right under Section 7.3 of the Shareholders Agreement, as amended, to acquire the shares of RJCG. It also agreed to subscribe to 572,449 Class "A" shares of Gestion Lagarde. RJCG owned 550,000 Class "A" shares. Aviva would therefore own 51 per cent of the Class "A" of Gestion Lagarde shares and all of the shares of RJCG. Aviva would not be acquiring all of the shares of Gestion Lagarde from RJCG as originally contemplated in the Shareholders Agreement.
[29] By agreement dated as of April 28, 2006 ("Rollover Agreement") Aviva transferred its rights under the Shareholders Agreement, as amended, to Newco in consideration of 1,000 Class "F" shares in the capital of Newco.
[30] In another agreement, the "Holdback Agreement", also dated as of April 28, 2006, the sale of the shares of RJCG to Newco was acknowledged and agreed. According to one of the recitals to the Holdback Agreement:
WHEREAS a call notice was delivered on April 18, 2006 whereby Aviva exercised its call right under Section 7.3 of the Unanimous Shareholders Agreement (the "Call Notice") and in accordance therewith required the sale to Aviva of the shares held by each of the individual shareholders of RJCG in RJCG (the "RJCG Shares"), such sale to occur on April 28, 2006 (the "Acquisition Date"):
[31] Each of the Vendors of the shares of RJCG consented in the Holdback Agreement to the assignment by Aviva to its "right to acquire the RJCG shares pursuant to the call notice."
[32] Article 3.1 of the Shareholders Agreement states that:
DPLM shall be managed by a board of directors of four (4) directors, of whom two shall be nominated by CGU (the "CGU Directors of DPLM") and two shall be nominated by RJCG (the "RJCG Directors of DPLM").
…
Resolutions, decisions or approvals of the board of directors of DPLM shall not be effective unless consented to in writing by all of the directors of DPLM or, if considered at a meeting, where a quorum of the directors is present at the time such resolution, decision or approval is considered and such resolution, decision or approval is passed by a majority of the directors present, provided that such majority shall include the affirmative vote of the CGU Directors of DPLM and that the chairman of the board of directors of DPLM shall not have a second or casting vote.
…
[33] The trustees of each family trust as well as Newco, RJCG and Dale Parizeau executed the Holdback Agreement. The obligations of each trust were guaranteed by one of the nine erstwhile shareholders who transferred his or her shares in RJCG to their respective trusts.
[34] The appellants' argument, as I understand it, is two‑fold:
(a) the Shareholders Agreement is absolutely null; and
(b) the right of Aviva, described in the Shareholders Agreement, was the right to acquire shares of Gestion Lagarde and not those of RJCG and thus the bases of the assessments are wrong; what was eventually acquired were shares of RJCG and at no time within the 24 months of the disposition of the RJCG's shares did Aviva have an option or right to acquire the shares.
[35] The question whether the Shareholders Agreement is absolutely null is of great importance and if the Shareholders Agreement is absolutely null, then I need not consider the issue relating to the Income Tax Act. I shall consider first the appellants' submission that the Shareholders Agreement is absolutely null.
[36] The appellants state the Shareholders Agreement is absolutely null by virtue of article 1417 of the Civil Code of Quebec ("C.C.Q.") and section 148 of the Act respecting the distribution of financial products and services ("Act respecting financial services"), in force in Quebec at all relevant times. Article 1417 declares that:
A contract is absolutely null where the condition of formation sanctioned by its nullity is necessary for the protection of the general interest.
La nullité d'un contrat est absolue lorsque la condition de formation qu'elle sanctionne s'impose pour la protection de l'intérêt général.
[37] Section 148 of the Act respecting financial services restricted the ability of certain financial institutions to own more than 20 per cent of the voting shares of corporations such as Dale Parizeau:
Not more than 20% of the shares of a firm or voting rights attached to its shares may be held directly or indirectly by financial institutions, financial groups or legal persons related thereto.
Les actions d'un cabinet ou les droits de vote qui y sont afférents ne peuvent être détenus, directement ou indirectement, à plus de 20%, par des institutions financières, des groupes financiers ou des personnes morales qui leur sont liés.
. . .
[…]
[38] As for section 147 of the Act respecting financial services, Aviva is a "financial institution", namely a "financial institution other than an insurer engaging exclusively in the business of reinsurance". Also, for the purposes of section 147, Dale Parizeau meets the definition of "firm", namely "a firm registered for the damage insurance sector that acts through a damage insurance broker and does not engage exclusively in the business of reinsurance".
[39] The Autorité des marchés financiers ("AMF") is responsible for administering the Act respecting financial services.[1] Its mission in administering this act is to ensure the protection of the public regarding the exercise of the activities governed by the Act.[2]
[40] Also under section 184, the AMF shall ensure compliance with the provisions of the Act respecting financial services and its regulations that govern certificate holders and firms, among others.
[41] The appellants argued that the Court must find that Article 7.3 of the Shareholders Agreement is contrary to public order and is therefore null by virtue of the effect of section 148 of the Act respecting financial services prohibiting the transaction described in the Shareholders Agreement, that is, the sale of 100% of the shares of Gestion Lagarde to Aviva, coupled with the AMF's mandate to protect the public.
[42] Article 1413 of the C.C.Q. states that:
A contract whose object is prohibited by law or contrary to public order is null.
Est nul le contrat dont l'objet est prohibé par la loi ou contraire à l'ordre public.
[43] Article 1418 of the C.C.Q. provides that:
The absolute nullity of a contract may be invoked by any person having a present and actual interest in doing so; it is invoked by the court of its o