Joy Oil Co. Ltd. v. The King

Joy Oil Co. Ltd. v. The King
Collection
Supreme Court Judgments
Date
1951-05-23
Report
[1951] SCR 624
Judges
Rinfret, Thibaudeau; Rand, Ivan Cleveland; Estey, James Wilfred; Locke, Charles Holland; Fauteux, Joseph Honoré Gérald
On appeal from
Canada
Subjects
State
Decision Content
Supreme Court of Canada
Joy Oil Co. Ltd. v. The King, [1951] S.C.R. 624
Date: 1951-05-23
Joy Oil Company Limited And Joy Oil Limited, (Suppliants) Appellants;
and
His Majesty The King (Respondent) Respondent.
1950: November 27, 28; 1951: May 23.
Present: Rinfret C.J., and Rand, Estey, Locke, and Fauteux JJ.
ON APPEAL PROM THE EXCHEQUER COURT OF CANADA.
Crown—Petition of Right—Claim of subsidies on sale of gasoline—P.C. 1195, February 19, 1941—Orders 010 and 010A of the Oil Controller— "in any place", meaning ambiguous—Orders misconstrued—Reference back to Commodity Prices Stabilization Corporation.
By P.C. 1195 of February 19, 1941, the Oil Controller was empowered to regulate the maximum price at which oil (which term included petroleum and gasoline) might be sold "in any place, area or zone." By Order 010 dated Oct. 21, 1941, the Controller directed that from and after that date "the price to be paid in any place shall not exceed the maximum price at which such petroleum product was sold * * * in such place * * * on Sept. 30, 1941, plus any applicable price increase confirmed by this Order * * *". The increase permitted in the price of grade 2 gasoline was one cent per gallon. The appellants operated service stations in Montreal, Toronto and Windsor where they retailed grade 2 gasoline at a price lower than their competitors. They imported their supplies from Trinidad but following the outbreak of war this source was cut off and they were forced to import from the U.S.A. at a higher cost. In November and December 1941, the Wartime Prices and Trade Board issued two statements of policy announcing the coming into force of a complete control of all prices, and that higher prices would not be permitted than those at which goods were actually sold during the four weeks Sept. 15 to Oct. 11, but that importers could continue to import in the normal manner with the assurance that appropriate subsidies would be provided. The appellants construed the Order to restrict the price increase permitted them to one cent per gallon above the price at which gasoline had been sold at their various "places of business", i.e., each service station. Their application for a subsidy was refused by the Commodity Prices Stabilization Corporation on the ground that there were similar goods available in Canada at a reasonable price and that the price ceiling was not on an individual but on a geographical basis and the appellants could have increased their price to that of their competitors.
An appeal was taken to the Exchequer Court of Canada where the ruling of the Corporation was upheld.
Held: that the expression "in any place" used in the Orders of the Oil Controller of Oct. 1, 1941, and Jan. 28, 1942, was ambiguous and the appellants' application for subsidies had been refused on a misconstruction of such Orders: the judgment appealed from should therefore be set aside and the matter referred back to the Commodity Prices Stabilization Corporation to deal with such claims on the footing that the Orders permitted the appellants to increase their prices only to the extent of one cent per gallon on Sept. 30, 1941.
Appeal from the judgment of the Court of Exchequer, O'Connor J. 1 dismissing suppliants' Petition of Right by which they claimed to be entitled to, and sought to recover from His Majesty, subsidies on motor gasoline imported by them in the period December 1, 1941 to July 1, 1942.
J. J. Robinette K.C. and W. H. Thompson K.C. for the appellants.
Hugh O'Donnell K.C. and Luc André Couture for the respondent.
The judgment of the Chief Justice, Locke and Fauteux JJ. was delivered by:
Locke J.:—The disposition to be made of the present matter depends, in my opinion, upon the construction to be placed upon the language of the Orders of the Oil Controller of October 21, 1941, and January 28, 1942. That the expression "in any place" in these Orders is ambiguous is undoubted and it is accordingly necessary, in order to resolve the question, to examine such of the documents as may properly be referred to in order to construe the language.
It was by Order-in-Council P.C. 2516 made on September 3, 1939, that the Wartime Prices and Trade Board was constituted in the exercise of powers conferred upon the Governor General in Council by The War Measures Act, 1914, and by the Regulations then enacted the Board was empowered, inter alia, to fix maximum prices or margins of profit at which any necessary of life might be sold or offered for sale in Canada by manufacturers, producers, jobbers, wholesalers or retailers. P.C. 3398 made on December 5, 1939, rescinded P.C. 2516 and enacted Regulations which defined more fully the duties and powers of the Board. By Order-in-Council P.C. 2715 of June 24, 1940, a Wartime Industries Control Board was set up, to consist of the Controllers from time to time appointed by the Governor in Council on the recommendation of the Minister of Munitions and Supply, and by Order-in-Council P.C. 2818 made on June 28, 1940, regulations respecting oil were made and George R. Cottrelle appointed oil controller with powers which included that of fixing, with the approval of the Minister of Munitions and Supply, maximum prices or maximum markups at which oil and oil products might be sold or offered for sale. Order-in-Council P.C. 1195 of February 19, 1941, rescinded the regulations respecting oil enacted by P.C. 2818 and substituted new regulations which, inter alia, empowered the oil controller, subject to the approval of the Minister of Munitions and Supply, to fix or regulate the price or fix the minimum or maximum price at which oil might be sold "in any place, area or zone", and further:
to prohibit or regulate any practice or mode of dealing in or with oil or related thereto or used or followed in connection therewith which, in the judgment of the Oil Controller, would or might increase or tend to increase the price of oil to any person or class of persons or which would or might affect or tend to affect the orderely purchase, sale or distribution of oil;
and, subject to the approval of the Minister, to fix or limit the quantity of any oil which might be sold or distributed by any person or classes of persons for any specified use.
Order-in-Council P.C. 6834 of August 28, 1941, rescinded the regulations of the Wartime Prices and Trade Board enacted by P.C. 3998 as thereafter amended. The recital to this order declared in part that it was deemed to be in the national interest that the Wartime Prices and Trade Board regulations should be extended to goods and services not within the jurisdiction of the Wartime Industries Control Board or any of the various controllers that had been appointed:
in order that, in co-operation with other governmental departments and agencies, there may be co-ordination of administrative action in respect of good and services;
and that it was deemed desirable that public control of the prices of goods or services, when imposed, should be exercised by or with the concurrence of the Wartime Prices and Trade Board, and that to effectuate such purpose it was necessary to establish new regulations in regard to the operations of that board. The powers of the board were declared to include that of fixing specific or maximum or minimum prices or markups at which any goods or services might be sold. By a further Order-in-Council P.C. 6835 of August 29, 1941, the order of June 24, 1940 was amended and regulations were prescribed for the operations of the Wartime Industries Control Board and the powers of that board and of its members defined with particularity. The preamble to this Order-in-Council recited, inter alia, that in view of the increasing complexity of the duties of the various controllers and of the problems which confronted them and of the fact that the functions and duties of each of them were to a considerable degree interdependent and correlated, not only with those of other controllers but with those of the Wartime Prices and Trade Board, it was deemed advisable to take further measures to promote co-ordination and integration of the functions and activities of such controllers and by creating a closer relationship between them and the Wartime Industries Control Board and the Wartime Prices and Trade Board "to promote cooperation between them and reduce the possibility of any confusion arising as a result of the exercise and discharge of their various powers, functions and duties." The regulations made were designed to effectuate that purpose. Regulation 8 provided that every controller should have power, subject to the approval of the chairman of the Wartime Industries Control Board and the concurrence of the Wartime Prices and Trade Board to fix maximum prices or markups at which any goods under his jurisdiction might be sold or offered for sale generally or in any place, area or zone. Regulation 10 (iii) authorized each controller to exercise his powers in respect of, or in relation to, such things:
either generally throughout Canada or in any particular province, place, area, zone or locality designated by the Controller.
On September 26, 1941, the oil controller in the exercise of the powers conferred on him by Orders-in-Council P.C. 2818, 1195 and 6835 and, with the approval of the chairman of the Wartime Industries Control Board and presumably the concurrence of the Wartime Prices and Trade Board, revoked his prior order 008 and by order 008A directed, inter alia, that after October 1, 1941, no person should sell any motor fuel (defined in a manner to include gasoline and lubricating oil) other than graded motor fuel as defined by the order. Further terms of the order were designed to restrict and control the quality and quantities of motor fuel sold in Canada required that all such fuel delivered to passenger cars should be obtained only from service stations. Thereafter P.C. 6835 was amended by P.C. 7824 adopted on October 8, 1941, but effective as of August 29, 1941, whereby subsection 1 of section 8 of the prior order was rescinded and the powers of the controllers to regulate prices and to fix maximum or minimum prices declared to be exercisable only with the concurrence of the Wartime Prices and Trade Board in lieu of that of the Minister of Munitions and Supply.
It was under these circumstances that the oil controller issued order No. 010 dated October 21, 1941. While his powers permitted him to establish maximum prices in any "area, place or zone", the price fixed was that to be paid "in any place." In so far as is relevant to the present inquiry the order read:
9. From and after the date of this Order, the price to be paid for petroleum products, or any of them, by any purchaser thereof shall be regulated as follows:
(a) The price to be paid in any place shall not exceed the maximum price at which any such petroleum product was sold or offered for sale in such place or for delivery to such place on the 30th day of September. 1941. plus any applicable price increase confirmed, authorized or required by this Order and having regard to the quantity purchased;
(b) For the purposes of the foregoing clause (a) as applied to graded motor fuel, the maximum price applicable in any place on the 30th day of September, 1941, shall be ascertained having regard to the price of motor fuel having the same or the nearest qualities to those specified by Order 008A for either grade of graded motor fuel;
(c) No greater price shall be charged to any person for petroleum products or any of them than that provided by paragraph 7 and by this paragraph 9 of this Order.
10. Any person who sells petroleum products, or any of them, at a price greater than is authorized by this Order as applicable at the place of delivery thereof, shall be guilty of a breach of this Order and liable to the penalties provided by law.
The increase permitted to be made in the price of grade 2 motor fuel, being the quality sold by the appellant, was 1 cent per imperial gallon "in any place." This order was approved by the chairman of the Wartime Industries Control Board and of the Wartime Prices and Trade Board.
On November 1, 1941, Order-in-Council P.C. 8527 was adopted on the recommendation of the Minister of Finance establishing what were described as the Maximum Prices Regulations to be administered by the Wartime Prices and Trade Board. The order defined the expression "goods" as including any articles, commodities, substances or things and provided that the maximum price at which any goods might be sold should be the highest lawful price at which a person sold or supplied goods of that nature during the basic period, being the four weeks from September 15, 1941, to October 11, 1941, both inclusive. After providing that no person should after November 17, 1941, sell goods at prices higher than the maximum price for such goods as provided in the regulations, unless otherwise permitted under their provisions, it was provided inter alia that:
3. (7) For the purposes of these regulations, each separate place of business of a seller or supplier shall be deemed to be a separate seller or supplier.
Section 4 provided in part that:
4. The provisions of Section 3 of these Regulations shall not apply with respect to:
* * *
(g) any price fixed by the Board, or fixed or approved by any other federal, provincial or other authority with the written concurrence of the Board.
and Section 5(1) that:
Where under any other law any federal, provincial or other authority has jurisdiction with respect to prices, or with respect to the supplying of or trading in goods or services, such jurisdiction shall not be deemed to be superseded by these regulations or by any action of the Board. except that any action heretofore taken or that may hereafter be taken under such jurisdiction which is repugnant to any of the provisions of these regulations or to any action of the Board pursuant to its powers shall be of no force or effect so long as and to the extent that it is so repugnant.
(2) No such federal, provincial or other authority shall fix or approve any specific, minimum or maximum prices or markups in respect of any goods or services without the written concurrence of the Board.
Heavy penalties were prescribed for any breach of the regulations which were declared to be punishable, either upon indictment or upon summary conviction under part 15 of the Criminal Code, and it was declared that the regulations were to be read and construed as one with the Wartime Prices and Trade Regulations which, as above indicated, had been adopted by Order-in-Council P.C. 2516 on September 3, 1939. On the same date P.C. 8528 rescinded the Wartime Prices and Trade Board regulations made by P.C. 6834 and prescribed new regulations, which included the power to fix specific or maximum prices or markups at which any goods might be sold and extended the powers of the board to take measures deemed desirable in the national interest, for the purpose of restraining increases in the cost of living.
On November 21, 1941, the Wartime Prices and Trade Board published what was called its "Preliminary Statement of Policy", reciting the reasons which had led the government to decide upon a complete control of all prices to become effective on the first of the following month, and outlining generally the steps proposed to be taken to make such control effective. Since the operations of the oil controller were but part of the general scheme of price control and were exercisable only with the approval of the Wartime Prices and Trade Board, the terms of this statement are to be considered. After stating that higher prices would not be permitted than those at which goods were actually sold during the four weeks September 15 to October 11 and that the fundamental duty of the board was to see that prices would not rise higher than the level reached during this basic period, it was said that in particular the prices paid by consumers of goods and services must not rise and that such consumers might not lawfully be charged more for any goods than the highest price charged by the storekeeper or supplier of such goods during that period. It was declared that the price ceiling applied to each individual store department or branch on the basis of its own prices for each separate kind and quality of goods during the basic period, that the lower-price stores were not permitted to raise their prices to the level of the higher-price stores. Those engaged in selling goods at retail were directed that, if necessary, they must reduce their prices on December 1, so that no price should be higher than the highest price charged by the same store, branch or department of a department store for goods of the same kind and quality during the basic period, and dealers were warned that any price increases above that level would render them liable to prosecution and to have their licences to do business suspended or cancelled. The statement further indicated that if the burden of restraining prices fell too heavily upon an industry the board would recommend to the government that the people as a whole should take a share of the burden and that subsidies be granted or the price of raw materials controlled. It was stated that it was intended to establish a government corporation to deal with cases in which it might be deemed advisable to stabilize raw material cost. Dealing with those engaged in the import of goods the statement declared that the whole question of imports in relation to the price ceiling was being studied by the board and that a statement of policy might be expected in the near future.
On December 2, 1941, the board issued a further statement of its import policy. Since it is contended by the appellants that in the circumstances of the present case they had acquired contractual rights as against the Crown, its terms are of importance. Dealing with goods imported for civilian purposes, within which class those of the appellants fell, it was said that the general principle was that imported goods would in general cost the importer no more than was appropriate in relation to retail selling prices and that:
Importers may, therefore, continue importing in the normal manner, with the assurance that appropriate subsidies will be provided with respect to goods imported on and after December 1, 1941, on the basis outlined below. The methods will in the first instance consist of direct subsidies to importers, with the possibility that from time to time duties and taxes on imported goods may be reduced in such a way as to make subsidies unnecessary.
Having said this, however, the above quoted statement was followed immediately by a clause stating that the board reserved the right to exclude any goods or kind of goods from the import subsidy, that it could not be expected to approve subsidies if the increase in import prices was not of significant proportions for those concerned, but that if the increased cost was greater than the amount which could reasonably be expected to be absorbed the board, acting whenever possible on the advice of its administrator, would set the subsidy at a reasonable level. It was further declared that importers must realize that the board in carrying out its import policy must have regard for the position of domestic producers and that:
diversion from domestic to foreign sources of supply, if not occasioned by a shortage of supplies in Canada, may require reduction or elimination of the subsidy with respect to such imports or exclusion of the importer concerned from the benefits of the subsidy system.
It was said further that subsidies would be paid on all eligible goods imported through normal trade channels for eventual sale to domestic consumers and that claims for subsidies were to be submitted monthly by all importers concerned. As to imports by retailers within which class the appellants fell, the statement proceeded:
The Board will endeavour to measure the amount of the subsidy in such a way that the retailer will receive his goods at a cost which is reasonable in relation to his retail ceiling price. It follows that those who maintained low retail prices during the basic period will be able to continue to sell at those prices without undue hardship. Each retailer who imports direct should prepare a list of his ceiling prices for imported goods.
Dealing with imported fuel, it was said that, inter alia, petroleum and its products "will be dealt with on much the same basis as raw materials if circumstances so require." Having said that the document represented the most comprehensive general statement which could be made, importers were urged to have confidence that the board and the Commodity Prices Stabilization Corporation (a Crown company later organized) would deal with individual problems "fairly and reasonably" and that at that time the important thing was that the import trade should be continued in accordance with past practice, even if the present import prices involved an actual loss to the importers concerned and that such subsidy adjustments would be made retroactive to December 1. The statement declared further that the organization of the Commodity Prices Stabilization Corporation was proceeding and that it would supervise and handle subsidy arrangements in accordance with procedures to be thereafter established.
Order-in-Council P.C. 9870 of December 17, 1941, authorized the Minister of Finance to cause to be incorporated and organized a private company under the Companies Act to be wholly owned by His Majesty in right of the Dominion of Canada, to be known as Commodity Prices Stabilization Corporation, with an authorized share capital:
for the purpose of facilitating, under the direction of the Wartime Prices and Trade Board, the control of prices of goods, wares and merchandises in Canada.
The Board was authorized from time to time to delegate such of its powers to the company as it might deem advisable and the Minister of Finance was authorized to execute an agreement between His Majesty and the company in the terms of a draft annexed to the Order-in-Council, with such changes that he might consider proper, and from moneys appropriated by Parliament under the War Appropriation Act, 19141 the minister was authorized to direct advances from time to time up to the amount of $10,-000,000 for the purpose of paying, inter alia, sums by way of subsidy. The proposed agreement which was apparently executed on January 6, 1942, authorized the company in the discharge of such duties and responsibilities as might from time to time be delegated or committed to it by the Minister of Finance or the Wartime Prices and Trade Board, to pay such moneys by way, inter alia, of subsidies:
to any person, firm or corporation as may be deemed advisable in accordance with the principles stipulated from time to time by the Wartime Prices and Trade Board and approved by the Minister.
While this agreement was rescinded and replaced by a new agreement made on the following July, the substituted document in like manner required that any payments by way of subsidy should be in accordance with the principles formulated from time to time by the Wartime Prices and Trade Board.
The appellant companies were at the time of the outbreak of the Second World War and in the following years engaged in operating service stations in Montreal, Toronto and Windsor for the retail sale of gasoline and lubricating oils. Joy Oil Limited, incorporated in the Province of Quebec, operated in Montreal a marine terminal for the purpose of receiving gasoline by ocean tankers and distributing it to their service stations in the city of Montreal, and Joy Oil Company Limited, an Ontario corporation, operated a terminal in Toronto for the purpose of receiving supplies of gasoline by boat and also in tank cars for its service stations operated in the Toronto district. The gasoline sold by the Quebec company during the years 1940 and 1941 had been imported by water from Trinidad. This was also the source of the gasoline sold at its filling stations in Toronto throughout the year 1940 and for a portion of 1941. In the latter year, however, owing to the activities of enemy submarines, this source of supply was shut off and, according to the appellants, it was necessary for them to resort to the United States market for their supplies, this resulting in a large increase in their costs. The oil controller's order 010 provided that from and after its date (October 21, 1941) the price at which graded motor fuel might be offered for sale in the provinces of Ontario and Quebec should not exceed the maximum price at which such product was sold or offered for sale in such place on the 30th day of September, 1941, plus one cent per imperial gallon, the increase provided by the order. On that date the prices charged by both appellants for gasoline to consumers were substantially less than those charged by the large oil companies operating in Canada and it is this fact which renders the interpretation of the word "place" in the orders of the oil controller of decisive importance. In Quebec the price charged was 2.7 cents a gallon less than the prices charged by the large companies, while in Toronto it was approximately 4.7 cents lower.
The appellant companies interpreted order 010 as enabling them to increase the prices charged at each of their service stations by one cent above that charged at such station on September 30, 1941, and acted on that understanding. P.C. 1195 authorized the appointment of a deputy oil controller to have all of the powers of the oil controller, subject to any restrictions thereof which the latter might from time to time impose and subject in all cases to review by him. Charles E. Austin, the vice-president of both of the appellant companies said that, at a time which he thought preceded the date of order 010 having heard a rumor that an order was to be made, he had an interview with Stewart, the deputy oil controller, who informed him that each company was bound by its own prices which had been in effect, that the controller was following the policy of the Wartime Prices and Trade Board, that each station was to be considered as a unit, and that the appellant companies could not raise their prices to the level of the other companies. Stewart was not called as a witness: Austin's evidence, however, as to the date of this discussion is vague and unsatisfactory. Whatever may be said as to its admissibility if the discussion took place following the making of the order, it was clearly inadmissible if it was before that date. On October 28, 1941, a week after the order had been made, the Joy Oil Company Limited wrote to the oil controller apparently asking an increase in their quota of supplies. The letter was not put in evidence and its contents can only be inferred from the written answer of Stewart as deputy oil controller on November 6, 1941. That letter referring to earlier orders of the board said in part:
Furthermore, your application is based on a complete misunderstanding of the Order. You apparently entertain the view that a quota can be fixed for your Toronto division regardless of the gallonage dispensed at any unit within the Division. Paragraph 6 of Order 007 has not been affected by the amendments contained in 007A and 007B.
This paragraph makes it clear that every station operated by your Company is prohibited from selling more than its particular quota. If any station operated by your Company is permitted to sell more gasoline than the quota applicable to such station, the result is clearly a breach of the Order.
Your application for an increased quota for the Toronto Division cannot be entertained as it is utterly inconsistent with the terms and principles of the Order. Any application made under paragraph 4D of Order 007B must be in respect of an individual station but, as mentioned above, any such application cannot be granted if based only on the consequences of competitive practices.
According to Austin, after receiving this letter he was referred by Stewart to Frederick G. Cottle, a chartered accountant, apparently acting as executive assistant to the oil controller, and was informed by him that he agreed with Stewart's construction of the earlier orders and that the regulations of the oil controller were based on treating each gasoline station as a separate unit, both in so far as prices and the allocation of gasoline under the rationing order were concerned. This evidence was admitted without objection. Cottle, called by the Grown, while admitting the discussion as to the earlier orders referred to in the letter of November 6, 1941, said first that he could recall no discussion on that occasion or any other occasion with Austin regarding prices and that he had not told or would not have told him that individual stations were the basis for the administration of order 010 "for the simple reason that it was not true". When Austin, when recalled later, repeated the statement as to what Cottle had said and the Crown was permitted to recall Cottle he than said that he had no recollection at any time of ever discussing the meaning of order 010 with Austin and that, if he had, he was positive he would never have given the interpretation to him that he says. Cottle's evidence, when read as a whole, appears to be indecisive and more in the nature of argument than a positive statement on the point. The learned trial judge, however, made no finding as to credibility as between these witnesses.
The claims advanced by the appellants in the present matter are in regard to their operations between December 1, 1941, and the latter part of June 1942. According to Austin, when supplies of gasoline imported from Trinidad were no longer available, he went to the oil controller to enlist his assistance in purchasing supplies and approached all the larger oil companies in an attempt to buy from them but without success, whereupon both companies commenced to import gasoline from the United States. According, however, to various witnesses employed by the larger oil companies, they had gasoline available for sale and the learned trial judge accepted the evidence of Frank G. Hall, a director of the Imperial Oil Limited, to the effect that graded gasoline was available which the appellants could have purchased at any time during the period in question at a tank wagon price of 17½ cents in Toronto and 17 cents in Montreal, both prices exclusive of taxes. The contention of the appellants is that at these prices they could not have maintained the prices at the figure authorized by orders 010 and 010A of January 28, 1942, which revoked the prior order and substituted other regulations. The price increase in the latter order was, however, the same as that in order 010 for graded motor fuel, that is one cent per imperial gallon above the price in effect on September 30, 1941 "in such place". The necessity of importing from the United States substantially increased the cost of gasoline to both of the appellants and it is this fact which gives rise to the claims for subsidy.
By letter dated May 23, 1942, the appellant Joy Oil Company Limited filed its first application for a subsidy, explaining the circumstances which made it necessary to import their supplies from the United States. By letter dated July 14, 1942, the Commodity Prices Stabilization Corporation Limited wrote in reply saying that the applications were rejected: the ground assigned for the rejection was that it had been stated in the statement of import policy of the Wartime Prices and Trade Board that no subsidy would be paid if similar goods were available in Canada at reasonable prices, that the information before the Corporation indicated that the maximum retail price of Grade 2 gasoline at Toronto, as established by the oil controller, was 32 • 5 cents per gallon and that, accordingly, the applicants could have purchased supplies in Toronto at prices which would have allowed them to sell at this level and realize a fair profit. The statement referred to in this letter in the declaration of policy made by the Wartime Prices and Trade Board on December 2, 1941, was that it was fundamental that imported goods would not be eligible for subsidy if such goods could be obtained in Canada in sufficient volume and at reasonable prices, and followed earlier statements in the order that, as to retailers, those who maintained low retail prices during the basic period would be able to continue to sell at those prices without undue hardship, and urged importers to have confidence that the board and the Commodity Prices Stabilization Corporation would deal with individual problems fairly and reasonably. Thus, while disclaiming the applicability of one term of the Wartime Prices and Trade Board policy statement, the corporation insisted on the application of another as an answer to the claim. A considerable correspondence followed between the Commodity Prices Stabilization Corporation Limited and the solicitors for the appellants. The corporation maintained its stand and its grounds for the position taken. Ultimately, by letter dated November 18, 1942, the appellants, through their solicitors, made a lengthy submission to the Honour- able the Minister of Finance in which their position was fully stated. The Minister replied to this letter on March 11, 1943, saying that While the statement of policy of the Wartime Prices and Trade Board clearly referred only to goods affected by the Maximum Prices Regulations of December 1, 1941, he considered that vendors of petroleum products would also be entitled to claim for payment of subsidies if the same were necessary in order to enable them to sell at the selling price established under the oil controller's orders 010 and 010A. The letter further said in part:
The question as to whether the Joy Companies are entitled to receive payment of a subsidy would appear to depend upon the interpretation of the word "place" as contained in the Orders above referred to. If, as you contend, this word means "place of business", your clients are entitled to payment of a subsidy. If, on the other hand, it means a geographical area, i.e., a municipality or adjacent district, they are not, since my advice is that no subsidy would have been required to enable your clients to sell gasoline at the maximum price permitted in the Montreal and Toronto areas.
and, after discussing the dictionary definition of the word "place", said that the question as to the interpretation to be placed upon the word, as used in the orders, had been submitted to the solicitor of the Wartime Prices and Trade Board for his opinion and that he had expressed the view that the word, as used in the orders, did not mean "place of business" but rather a geographical locality, and that accordingly the Minister had decided not to intervene.
The claim of the appellants is for a stated sum by way of subsidy on the footing that the Crown became indebted to them in these amounts. The claims are said to be based upon contract on the footing that there was an offer or promise extended to the appellants by an authorized agent of the Crown upon which "the suppliants acted to their detriment". By this, however, I understand it is meant that the statement and declarations of policy by the Wartime Prices and Trade Board were in effect an offer which had been accepted by them by importing supplies from the United States and selling them at the restricted prices. I agree with the conclusion of the learned trial judge that the claim cannot be sustained on this basis. The further contention that such a contractual relationship was "ratified" by the Minister of Finance in his letter to the solicitors for the appellants is not, in my opinion, well founded. I think that the letter was clearly not intended to be more than an expression of the Minister's view as to the decisive point in the matter and to indicate his intention to abide by the advice he had received from the solicitor for the Wartime Prices and Trade Board.
I am, however, of the opinion that these conclusions should not dispose of these claims. Their rejection was based upon the grounds stated in the letter from the Commodity Prices Stabilization Board to the appellants of July 14, 1942, and in reliance upon the interpretation placed by the corporation on the language of the orders of the oil controller. If the proper interpretation of those orders is that the "place" referred to was the individual filling stations of the appellants in Toronto and Montreal and not those cities respectively, it is plain that there has been no consideration given to the claims for subsidy on their merits. The word "place" and the expression "in any place" are clearly capable of either meaning. The order of the oil controller does not fall within subsection (b) of section 2 of the Interpretation Act (R.S.C. 1927, c. 1) and the provisions of that statute do not apply to its interpretation. In my opinion we are entitled, in order to assist in determining the meaning to be assigned to this language, to consider, in addition to the other terms of the orders, the Orders-in-Council which vested the powers in the controller in the exercise of which the order was made, the terms of the Orders-in-Council which constituted the Wartime Prices and Tirade Board and the other agencies set up for the purpose of controlling prices in Canada and the statements of policy and the regulations made by or on behalf of these various government agencies. The office of the oil controller constituted by Order-in-Council P.C. 2818 was merely to be one of the instruments used by the Wartime Prices and Trade Board to control prices and margins of profit in Canada. The power vested in the controller by P.C. 1195 to prohibit or regulate any mode of dealing which "would or might increase or tend to increase the price of oil to any person or class of persons" did not merely vest him with these powers but contemplated their exercise and this overall purpose of the plan was made manifest in all of the orders and regulations dealing with the subject of control. The oil controller was not to conduct a species of control differing from that to be applied to the sale of all other commodities or to act independently of the Wartime Prices and Trade Board, except to the extent that that body should permit. The preamble to P.C. 6835 of August 29, 1941, which prescribed regulations for the Wartime Industries Control Board, stressed that the functions and duties of the various controllers were interdependent and correlated not only with those of other controllers but with the functions and duties of the Wartime Prices and Trade Board, and that it was desirable to take further measures to promote co-ordination and integration of their activities by creating a closer relationship between them and the Wartime Industries Control Board and the Wartime Prices and Trade Board. It was with this end in view and with the purpose of ensuring uniformity of policy that the orders of the oil controller were made subject to the approval of the Wartime Prices and Trade Board in lieu of that of the Minister of Munitions and Supply, a change affected by P.C. 7824 of October 8, 1941. It is, I think, clear both from the language of P.C. 1195 and that of regulation 10 (iii), enacted by P.C. 6835, that the word "place" is not to be construed as synonymous with the words "area" or "zone" used in the former Order-in-Council, or with any of the words "area, zone or locality" used in the regulation. The fact that these words were used in ad