Cutting Edge Foods Inc. (Bankrupt), Re, 2008 ABQB 340

JudgeTopolniski, J.
CourtCourt of Queen's Bench of Alberta (Canada)
Case DateFebruary 05, 2008
Citations2008 ABQB 340;(2008), 456 A.R. 40 (QB)

Cutting Edge Foods Inc. (Bankrupt), Re (2008), 456 A.R. 40 (QB)

MLB headnote and full text

Temp. Cite: [2008] A.R. TBEd. AU.107

In The Matter Of the Bankruptcy of Cutting Edge Foods Inc. Estate No. 95482

Dr. David Climenhaga (applicant) v. Office of the Superintendent of Bankruptcy (respondent)

(BK03 95482)

In The Matter Of The Bankruptcy of Fantasy Construction Ltd. Estate No. 109703

PricewaterhouseCoopers Inc. (applicant) v. Office of the Superintendent of Bankruptcy (respondent)

(BK03 109703)

In The Matter Of The Proposal of Southbend Construction Ltd. Estate No. 24-095683

Browning Crocker Inc. (applicant) v. The Office of the Superintendent of Bankruptcy (respondent)

(BK03 95683; 2008 ABQB 340)

Indexed As: Cutting Edge Foods Inc. (Bankrupt), Re

Alberta Court of Queen's Bench

Judicial District of Edmonton

Topolniski, J.

June 6, 2008.

Summary:

The Superintendent of Bankruptcy demanded that four mortgagees (Re Fantasy Construction Ltd.), an equitable assignee of lands (Re Cutting Edge Foods Inc.), and builders' lien claimants (Re Southbend Construction Ltd.) pay the Superintendent's levy under s. 147 of the Bankruptcy and Insolvency Act. The trustee in bankruptcy of Fantasy, and the proposal administrator of Southbend, sought advice and directions under s. 34 of the Act as to the vires of the Superintendent's Directive No.10, entitled "Redemption of Security and Section 147 Levy of the BIA", and liability for the levy. A secured creditor of Cutting Edge Foods Inc., applied for a declaration that he was not liable for the levy, pursuant to ss. 37, 136(2) and 147 of the Act. Sufficient funds were withheld in each case to pay the levy pending the outcome of the respective applications.

The Alberta Court of Queen's Bench determined the extent to which Directive 10 was ultra vires, and the liability for the levy in each case.

Editor's Note: For related cases, see 420 A.R. 120; 2007 ABQB 502 (a preliminary challenge by the Office of the Superintendent of Bankruptcy to the jurisdiction of the Alberta Court of Queen's Bench to determine the vires of Directive 10 resulted in a decision assuming jurisdiction), and 417 A.R. 255; 410 W.A.C. 255; 2007 ABCA 335 (an unsuccessful application for leave to appeal the decision). There are numerous other reported decisions relating to these parties.

Administrative Law - Topic 1008

Classification of power or function - General principles - Administrative and legislative powers distinguished - In an application concerning the vires of a Directive of the Superintendent of Bankruptcy, the Alberta Court of Queen's Bench contrasted a "legislative act" (defined as an action or decision which imposed a general rule of conduct) with a decisional or judicial act, which concerned a particular case - Based on those definitions, the court was of the view that the Superintendent undertook a legislative act in issuing directives pursuant to the Bankruptcy and Insolvency Act - See paragraphs 44 to 46.

Administrative Law - Topic 1262

Classification of power or function - Powers or functions classified as legislative - What constitutes - [See Administrative Law - Topic 1008 ].

Bankruptcy - Topic 403

Property of bankrupt - General - Rights of trustee - [See second Bankruptcy - Topic 2766 ].

Bankruptcy - Topic 488

Property of bankrupt - Exemptions or exclusions - Trust property - The Alberta Court of Queen's Bench considered the authorities and the literature addressing builders' liens and trust property in the context of bankruptcy proceedings (a levy), and summarized the principles most relevant to the application at bar - In addition, the court noted that s. 67 of the Bankruptcy and Insolvency Act (BIA) stated that any property held by a bankrupt in trust for another person "shall not form any part of the bankrupt's estate divisible among his creditors" - In light of s. 72 of the Act, provincial laws applied in bankruptcy proceedings, provided they did not conflict with the Act - The court contrasted the trust fund provisions under the Builders' Lien Acts of British Columbia, Alberta and the Yukon - In the court's view, the addition of s. 50.1 to the BIA, which allowed secured creditors to take part in proposals, did not affect the precedential value of the authorities that predated it - In the application at bar, the court agreed with the proposal administrator that, in a proposal situation, just as in a bankruptcy, the debtor was not free to use property that was held in trust for another - The trustee was not acting as trustee under the proposal, but as trustee of the trust fund - If the funds were impressed with a trust for someone else, they belonged to the other person and levy did not attach - See paragraphs 215 to 230.

Bankruptcy - Topic 2613

Trustees - Duties - Duty to act fairly - The Alberta Court of Queen's Bench rejected the suggestion that the burden of notice under s. 128(1) of the Bankruptcy and Insolvency Act was necessary to protect the interests of unsecured creditors (from improper payouts of secured creditors under the guise of a redemption) - There was no need to import the requirement of notice for redemption by full payment of the debt - "The trustee is duty bound to be satisfied of the validity of the security and amount of the debt before redeeming on this basis" - The suggestion ignored the fact that "trustees are highly regulated officers of the court who are bound by professional codes of ethics and the provisions of the BIA to discharge that duty and to act honestly and with integrity in the interests of the general body of the creditors. It also ignores the role of inspectors in bankruptcies and trustees' ability to resort to the court for approval of their actions in appropriate circumstances" - See paragraph 161.

Bankruptcy - Topic 2766

Trustees - Powers of - Election to redeem or have secured creditor realize on security - The Alberta Court of Queen's Bench interpreted s. 128 of the Bankruptcy and Insolvency Act, the primary provision concerning redemption by the trustee, in the context of ss. 127 to 134 of the Act - The court noted that s. 130 offered a mechanism for a secured creditor to require a trustee to elect to redeem the security - Secured creditors did not stand outside the Act - If they wanted a dividend from the estate, they had to become involved in the bankruptcy and with the trustee by complying with ss. 127 to 132 - See paragraphs 95 to 103.

Bankruptcy - Topic 2766

Trustees - Powers of - Election to redeem or have secured creditor realize on security - Directive 10 of the Superintendent of Bankruptcy specified that a trustee "can redeem a security only through the mechanism provided for in subsection 128(3) of the [Bankruptcy and Insolvency] Act." - Despite s. 72(1) of the Act, the Alberta Court of Queen's Bench agreed with the Superintendent that "the BIA constitutes a complete codification of the trustee's right of redemption as it effectively covers the field occupied by common law and statutory rights of redemption codified in provincial legislation by providing for redemption on payment of the debt. It also enhances the trustee's right of redemption" - Given the ability of a court to stay enforcement actions by secured creditors (s. 69.3(2)), and on a review of the authorities and the literature, the court was not persuaded that the presumption against absurdity applied - Sections 127 to 134 and s. 69.3(2), when read together, lead to the conclusion that the Act was a complete codification of redemption rights in bankruptcies - Accordingly, the need to apply local laws with potentially varying provisions was circumvented, "and recognition is given to the BIA as a national, uniform method of resolving matters arising in insolvencies" - See paragraphs 144 to 154.

Bankruptcy - Topic 2766

Trustees - Powers of - Election to redeem or have secured creditor realize on security - Directive 10 of the Superintendent of Bankruptcy stated that a trustee could redeem security under s. 128(3) of the Bankruptcy and Insolvency Act only if the secured creditor either voluntarily or in response to a s. 128(1) notice had produced a proof of claim prior to the offering of the encumbered assets for sale - The Alberta Court of Queen's Bench concluded that the Superintendent had misinterpreted the BIA and in doing so had exceeded his directive-making authority - The court found that redemption of security by payment in full of the secured debt under s. 128(3) was not preconditioned on proof of security having been produced by the secured creditor - The secured creditor was not prejudiced, however, by having responded to a s. 128(1) notice or having voluntarily filed a proof of security - Levy was not payable on a redemption for payment of the debt, whether a proof of security had been filed or not, as the payment was not made on a claim of the creditor - Rather, it was payment to acquire the secured creditor's right or interest in the security - See paragraphs 163 and 164.

Bankruptcy - Topic 3802

Secured creditors - General - Right to deal with security - The Alberta Court of Queen's Bench stated that, subject to certain provisions of the Bankruptcy and Insolvency Act, the bankruptcy of a debtor did not prevent secured creditors from realizing or otherwise dealing with their security as they would have but for the bankruptcy - "While secured creditors often are described as strangers to the bankruptcy process, such characterization is not entirely accurate. ... Secured creditors may choose to participate in a bankruptcy by surrendering their security or proving the balance due them after realizing their security. Secured creditors affected by a proposal may choose to participate by voting on the proposal" - There were two ways that a trustee could oblige a secured creditor to deliver a proof of security (as compared to a proof of claim) - The trustee could serve a notice under s. 149(1) or s. 128(1) - In both cases, a creditor which failed to prove its claim within 30 days or as the court allowed, was excluded from receiving a dividend - See paragraphs 36 to 38.

Bankruptcy - Topic 3802

Secured creditors - General - Right to deal with security - A trustee obtained an order to sell all the bankrupt's assets by tender without prejudice to secured creditors - The tender order was consented to by Climenhaga - The preamble to the tender order specified that Climenhaga was a secured creditor although his security had not yet been accepted by the trustee - The Alberta Court of Queen's Bench rejected the Superintendent of Bankruptcy's suggestion that Climenhaga was precluded from taking advantage of the protection afforded secured creditors because the declaration of validity of his security came later - To find otherwise, opened the door for "potential abuse, absurd results and improper erosions of secured creditors' rights" - See paragraph 257.

Bankruptcy - Topic 3806

Secured creditors - General - Secured creditor's election to proceed against security - The Superintendent of Bankruptcy demanded that a secured creditor (Climenhaga) pay the levy under s. 147 of the Bankruptcy and Insolvency Act - At issue was the effect of Climenhaga's participation in the bankruptcy process by virtue of his delivery of a "proof of claim" in response to a trustee's demand - No evidence was presented as to whether the proof submitted by Climenhaga was of security or of a claim - The Alberta Court of Queen's Bench stated that "the fact that a secured creditor has filed a proof of claim does not in and of itself subject the creditor to levy unless the secured creditor has surrendered his security and is claiming as an unsecured creditor or seeks to prove the balance due him after realizing his security" - Given that Climenhaga served the trustee with a s. 130 notice to elect to redeem security and a proof of claim, it seemed to the court that it was "highly unlikely" that he was looking for a dividend - See paragraphs 255 and 256.

Bankruptcy - Topic 6101

Dividends - Superintendent's levy - General - In issue was whether Directive 10 was ultra vires the Superintendent of Bankruptcy - The subject of the Directive was the levy under s. 147 of the Bankruptcy and Insolvency Act (BIA) - Before embarking on a discussion of the vires of the directive, the court described the levy as follows - "It has been referred to as a 'form of taxation' on creditors, intended to defray the general expenses of supervision by the OSB [Office of the Superintendent of Bankruptcy]. ... It is payable on all payments made by a trustee by way of dividend or otherwise on account of the claims of creditors, whether unsecured, preferred or secured" - The Alberta Court of Queen's Bench noted that s. 147 had not been amended significantly since its predecessor was enacted in 1950, and corresponded to s. 126 of the original Bankruptcy Act, which was brought into force in 1920 - Section 136(c) of the BIA afforded the levy the status of a priority claim, ranking it in third place after testamentary expenses and the costs of administration/trustee's fees - See paragraphs 22 to 26.

Bankruptcy - Topic 6102

Dividends - Superintendent's levy - Directives (incl. vires of) - Directive 10 of the Superintendent of Bankruptcy stated that it was aimed at establishing the circumstances in which trustees would be viewed as acting in a double capacity and the circumstances in which they would be considered to be making a redemption of security - Also, it was intended to establish situations where the levy prescribed by s. 147 of the Act would be payable on amounts paid to secured creditors, and to establish the procedure to be followed by trustees in presenting a redemption - In addressing the vires of the Directive, the Alberta Court of Queen's Bench stated that these matters fell within the broader directive-making authority granted to the Superintendent under s. 5(4)(c) of the BIA to facilitate the carrying out of the Act and the General Rules by trustees - However, the Act did not give the Superintendent deeming authority - Further, the Superintendent's interpretations of case authority and the Act must reflect the law - Accordingly, "Directive 10 is intra vires the Superintendent's powers only to the extent that it is consistent with and properly interprets the BIA. If it does not, the Superintendent has exceeded his authority in issuing the directive and it is ultra vires" - If it was intra vires and meant to have legal effect, the court must give effect to it, just as it would to a statute or regulation - See paragraphs 68 to 79.

Bankruptcy - Topic 6102

Dividends - Superintendent's levy - Directives (incl. vires of) - The Alberta Court of Queen's Bench concluded that Directive 10, issued by the Superintendent of Bankruptcy pursuant to s. 147 of the Bankruptcy and Insolvency Act (BIA), was ultra vires to the following extents - "Production by a secured creditor of proof of security is not a precondition to redemption of security under s. 128(3) of the BIA by payment in full of the debt. Directive 10 says that it is. To that extent, it is ultra vires. There is no requirement in the BIA that in order to constitute a redemption by the trustee, encumbered assets must be sold at a net price that equals or betters the total of the secured creditor's claim or value of the security per the proof of security. Directive 10 imposes such a requirement, thereby potentially affecting secured parties. To that extent, it is ultra vires. The requirement in Directive 10 that levy be paid in the event of non-compliance with s. 13.04 even where the trustee in fact acts as agent, receiver or mandatary, arises from misinterpretation of the BIA by the Superintendent. To that extent, Directive 10 is ultra vires" - See paragraphs 177 to 179.

Bankruptcy - Topic 6104

Dividends - Superintendent's levy - When payable - In issue was whether Directive 10 was ultra vires the Superintendent of Bankruptcy - The subject of the Directive was the levy under s. 147 of the Bankruptcy and Insolvency Act (BIA) - Directive 10 identified as one of its objectives: "... to ensure that the body of creditors is not penalized in any way and does not bear any cost for the trustee's liquidation of encumbered assets on behalf of a secured creditor" - The Directive indicated in the "Subject" statement that it was meant to establish "the circumstances in which trustees are viewed as acting in a double capacity and the circumstances in which they are considered to be making a redemption of security" - The Superintendent demanded that four mortgagees (Re Fantasy Construction Ltd.), and builders' lien claimants (Re Southbend Construction Company Ltd.) pay the levy - PricewaterhouseCoopers Inc. (PWC), the trustee in bankruptcy of Fantasy and Browning Crocker Inc. (BCI), the proposal administrator of Southbend, asserted that Directive 10 affected the rights of secured creditors, overruled case law, and usurped the court's function of interpreting the BIA - They contended the Directive was ultra vires as an unauthorized infringement on Parliament's right to legislate and the court's right to adjudicate - The Alberta Court of Queen's Bench determined the extent to which Directive 10 was ultra vires, and the liability for the levy in each case - See paragraphs 28, 31, 263 to 268.

Bankruptcy - Topic 6104

Dividends - Superintendent's levy - When payable - The Alberta Court of Queen's Bench set out the following general principles relating to the levy authorized under s. 147 of the Bankruptcy and Insolvency Act - "1. A creditor disputing liability for the levy bears the onus of establishing that he or she is not so liable; 2. Levy is not payable where the trustee is acting in another capacity (i.e. as mandatory, agent or receiver)" - The court stated that the law was divided on: "1. Whether s. 128 of the BIA is a complete codification of the trustee's right of redemption; 2. Whether the secured creditor must file a proof of claim before a trustee purports to redeem by paying the whole debt; 3. Whether a secured creditor who allows a trustee (not acting in a double capacity) to sell the bankrupt's assets covered by his or her security is necessarily liable for the levy; and 4. The effect of filing or not filing a proof of claim on a secured creditor's liability for the levy" - See paragraphs 29 and 30.

Bankruptcy - Topic 6105

Dividends - Superintendent's levy - When not payable - Directive 10 of the Superintendent of Bankruptcy specified that the s. 147 levy was payable on all payments by a trustee to a secured creditor except in two situations, the second of which was redemption under s. 128 of the Bankruptcy and Insolvency Act - A condition of the exception required that the encumbered assets be sold at a net price (after deduction of the fees pertaining to the transaction) superior to, or at least equal to, either the total of the claim or the amount of the value of the security as established by the creditor in the proof of security - The Alberta Court of Queen's Bench held that the relevant portions of Directive 10 were ultra vires - The Superintendent had added a condition to redemption which did not appear in the Act and which prejudiced secured creditors, thereby exceeding his authority - If there was no reasonable expectation of benefit for the general body of creditors from redemption, the trustee may be subject to some form of censure - However, a redemption under the Act remained a redemption nevertheless and no levy was payable by the secured creditor - See paragraphs 166 to172.

Bankruptcy - Topic 6105

Dividends - Superintendent's levy - When not payable - Section 13.4 of the Bankruptcy and Insolvency Act imposed certain obligations on trustees who purported to act in a dual capacity - Directive 10 of the Superintendent of Bankruptcy provided that the s. 147 levy was not triggered if the trustee obtained a mandate from the secured creditor and complied with the provisions of s. 13.4 of the Act, Directive 15R ("Costs and Disclosure Associated with the Realization by the Trustee of Secured Creditors' Assets"), s. 245 and the assets were sold while the trustee acted as an agent, receiver or mandatary, but not as trustee - The Alberta Court of Queen's Bench held that, by purporting to direct that levy would be payable in the event of trustee non-compliance with s. 13.4, the Superintendent had misinterpreted the law and exceeded his authority - Consequently, the relevant provisions of Directive 10 were ultra vires - Trustee non-compliance with s. 13.4 did not necessarily obviate a finding that the trustee was selling encumbered assets as an agent, receiver, or mandatary - That was a question for the court's determination based on the evidence - Compliance with s. 13.4 was not the only factor that would be considered in making the determination - See paragraphs 173 to 177.

Bankruptcy - Topic 6106

Dividends - Superintendent's levy - Person liable for - A Directive of the Superintendent of Bankruptcy related to the levy authorized under s. 147 of the Bankruptcy and Insolvency Act, and raised the issue of liability for the levy by a secured creditor - The issue required a determination of the following question: must the secured creditor produce a proof of security prior to the trustee redeeming the security? - If the answer was "No", the Superintendent's interpretation of the redemption provisions of the Bankruptcy and Insolvency Act was incorrect, and that aspect of the Directive was ultra vires - The Alberta Court of Queen's Bench began its analysis by noting the "legal muddle" concerning the interpretation of the relevant provisions - See paragraphs 104 to 127.

Bankruptcy - Topic 6106

Dividends - Superintendent's levy - Person liable for - The Superintendent of Bankruptcy (Superintendent) demanded that four mortgagees (re Fantasy Construction Ltd.), pay the levy under s. 147 of the Bankruptcy and Insolvency Act - The trustee in bankruptcy (PWC), sought advice and directions as to liability for the levy - PWC obtained an order approving a sale, with directions that it administer the proceeds according to its proposed allocation - On this application, the Superintendent's position was that the sale was not a true redemption because of the poor quality of PWC's evidence as to the nature of the claims - The Alberta Court of Queen's Bench agreed that PWC could have done a better job in presenting evidence, but concluded that if two of the mortgagees who filed proofs of claim as secured creditors were each paid the full amount of the debts owing to them, they were not liable for the levy - If, however, the proofs of claim evidenced an intention to surrender the security or to claim for a deficiency as an unsecured creditor, there was an issue, as levy would follow payment of any dividend - The court left it to PWC and the Superintendent to ascertain whether levy was payable in accordance with its ruling - Concerning the two mortgagees did not file proofs of security, the court left it to PWC to satisfy the Superintendent that payment was made of the debt in full in each case - If it was, levy was not payable by the secured creditors - If it was not, the relevant parties could return, on notice to the secured creditor, and present further evidence - See paragraphs 182 to 195.

Bankruptcy - Topic 6106

Dividends - Superintendent's levy - Person liable for - The Superintendent of Bankruptcy demanded that builders' lien claimants (re Southbend Construction) pay the levy under s. 147 of the Bankruptcy and Insolvency Act - The proposal administrator sought directions as to liability for the levy - Southbend made a Division I BIA proposal - It had performed work on four projects - The Alberta Court of Queen's Bench found that the monies paid with respect to one project was impressed with a statutory trust; none of those monies would vest in the trustee on bankruptcy, and the payments to lien claimants from those monies did not attract the levy - The monies paid to lien claimants in relation to a second project were from funds provided by the debtor's counsel from the lien fund and, therefore, were impressed with a statutory trust, or were from lien funds paid to the trustee under an order; levy did not attach to those payments - The monies paid to Southbend for a third project were from lien fund(s) held back - The funds necessary to pay the lien claimants were impressed with a common law trust and were not the property of Southbend; levy did not attach to those payments - There was no evidence as to whether monies paid in relation to the fourth project came from a holdback, or trust conditions - If the funds were paid in trust for payment of the lien claimants, the levy would not be payable - Otherwise, the parties, on notice to the lien claimants, could return and present further evidence - See paragraphs 216 to 235, 267.

Bankruptcy - Topic 6106

Dividends - Superintendent's levy - Person liable for - A trustee obtained an order approving the sale of the bankrupt's assets (sale order) - The sale order specified that the sale proceeds were to be held in trust by the trustee in the place and stead of the purchased assets - Ultimately, a creditor's security was declared to be valid and he was paid out the full amount of the debt (minus the holdback for the levy pending this application) - The Alberta Court of Queen's Bench held that the levy under s. 147 of the Bankruptcy and Insolvency Act was not triggered - The creditor was relying on his security - He was not making a claim in the bankruptcy - In addition, the court rejected the notion that the secured creditor's failure to appeal the sale order did not draw him into the bankruptcy process, as the order preserved his rights - The court clarified that the sale order, however, did not create a trust in his favor - See paragraphs 258 to 260.

Bankruptcy - Topic 6106

Dividends - Superintendent's levy - Person liable for - The Superintendent of Bankruptcy demanded that builders' lien claimants (re Southbend Construction Company Ltd.) pay the levy under s. 147 of the Bankruptcy and Insolvency Act - Browning Crocker Inc. (BCI), the proposal administrator of Southbend, sought advice and directions as to liability for the levy - The lien claimants were de facto unsecured creditors of Southbend, but the proposal included them as "secured creditors" - The Alberta Court of Queen's Bench held that the lien claimants were not liable for payment of the levy - They did not fall within the definition of "secured creditor" in s. 2 of the Act - The lien claimants could not properly take part in the proposal and payment to them must be taken as having been made outside of the proposal process - Neither the description of the lien claimants as "secured creditors" in the proposal nor the order sanctioning the proposal had the effect of attracting the levy - The court cautioned trustees, that any future similar arrangement be clearly separated from any proposal made to creditors under the BIA - See paragraphs 236 to 250.

Bankruptcy - Topic 6222

Administration of estate - Powers of superintendent - Investigation or inquiries - In the context of determining whether a directive was ultra vires the Superintendent of Bankruptcy, the Alberta Court of Queen's Bench commented on the powers of the Superintendent under the Bankruptcy and Insolvency Act (BIA) as follows - "The Superintendent is a creature of statute, whose authority is derived from Part I of the BIA. Charged with supervising the administration of all BIA matters, a significant facet of the Superintendent's work involves licensing, monitoring and disciplining of trustees in bankruptcy. The Superintendent's work also includes investigating bankruptcy offences, record keeping and maintaining statistics." - The court considered the leading jurisprudence relating to the supervisory function of the Superintendent, and the authority under the BIA to issue directives on a broad range of topics concerning administration of the BIA, a power derived from ss. 5(4)(b) to (e) - The court noted that "[t]o date, the reported decisions concerning the directives mainly addressed their application rather than their vires" - See paragraphs 18 to 21.

Bankruptcy - Topic 6224

Administration of estate - Powers of superintendent - Power to intervene in court - [See Bankruptcy - Topic 6222 ].

Bankruptcy - Topic 6709

Practice - General principles - Superintendent's Directives - In the context of an application for advice and direction concerning the vires of a Directive of the Superintendent of Bankruptcy, the Alberta Court of Queen's Bench discussed the issue whether the Directive should be classified as "hard" or "soft" law; i.e., whether it had legal effect - The court noted the following - The Directive was issued under the Bankruptcy and Insolvency Act (BIA), and referred to its substance as "policy"; it concerned a levy, and while binding on trustees, it had a potential financial impact on secured creditors; and it was deemed, under s. 5 of the BIA not to be a statutory instrument within the meaning of the Statutory Instruments Act - In accordance with the case law, the starting point in determining the nature and effect of the Directive was the wording of the enabling provisions in the BIA and the Directive itself - See paragraphs 42 to 87.

Bankruptcy - Topic 6709

Practice - General principles - Superintendent's Directives - The Alberta Court of Queen's Bench discussed the effect of s. 5(6) of the Bankruptcy and Insolvency Act; i.e., that the Superintendent's Directives are not statutory instruments within the meaning of the Statutory Instruments Act - The parties who, depending on their perspective, advocated that directives should be defined as regulations or unenforceable administrative guidelines, given s. 5(6) - The Alberta Court of Queen's Bench held that the effect of deeming the directives not to be statutory instruments for purposes of the Act was that they did not have to be published and did not have to comply with the other formalities outlined in that Act - However, for all other intents and purposes, the directive at issue did have the same legal effect as a regulation (if it was intra vires the Superintendent) - That interpretation accorded with the rule of statutory interpretation that Parliament was understood not to use words and to legislate gratuitously - See paragraphs 42, 85 to 87.

Bankruptcy - Topic 6709

Practice - General principles - Superintendent's Directives - [See Administrative Law - Topic 1008 and Bankruptcy - Topic 6222 ].

Bankruptcy - Topic 6752

Practice - Jurisdiction - To determine the vires of Superintendent's directives - Directive 10 of the Superintendent of Bankruptcy stated that it was aimed at establishing the circumstances in which trustees would be viewed as acting in a double capacity and the circumstances in which they would be considered to be making a redemption of security - Also, it was intended to establish situations where the levy prescribed by s. 147 of the Act would be payable on amounts paid to secured creditors, and to establish the procedure to be followed by trustees in presenting a redemption in the statement of receipts and disbursements - The Alberta Court of Queen's Bench stated that these matters went beyond simple administration of the Act, but fell within the broader directive-making authority granted to the Superintendent under s. 5(4)(c) of the BIA to facilitate the carrying out of the purposes and provisions of the Act and the General Rules by trustees - See paragraph 68.

Mechanics' Liens - Topic 7506

Trust fund - General - Claims which may be made against fund - [See third Bankruptcy - Topic 6106 ].

Mortgages - Topic 4603

Redemption of mortgage - General principles - Nature of right to redeem - In the context of interpreting the redemption provisions of the Bankruptcy and Insolvency Act, the Alberta Court of Queen's Bench considered the meaning of "redemption" and related terms in answering the question whether Parliament modified the law of redemption by requiring that redemption occur only in compliance with s. 128 of the Act, as specified in the Directive of the Superintendent of Bankruptcy - The court stated that redemption was a unilateral act that operated irrespective of the wishes of the secured creditor - The equity of redemption in relation to land was an estate in the land that arose, in Alberta, by statute; i.e., the Law of Property Act, s. 38(1) - The statutory right of redemption enabled the mortgagor, and hence the trustee, on payment of the mortgage debt, to obtain reconveyance; i.e., to have the property freed from the secured charge - See paragraphs 88 to 93.

Mortgages - Topic 4746

Redemption of mortgage - Persons entitled - Trustee in bankruptcy - [See Mortgages - Topic 4603 ].

Statutes - Topic 529

Interpretation - General principles - Commercial expectations - [See first Statutes - Topic 2603 ].

Statutes - Topic 2414

Interpretation - Interpretation of words and phrases - Disjunctive words or phrases - In interpreting s. 128 of the Bankruptcy and Insolvency Act, specifically, that the s. 128(1) proof of security was not a precondition to redemption under s. 128(3), the Alberta Court of Queen's Bench noted that s. 128(3) used the disjunctive term "or" - In the court's view, this indicated Parliament's intention that there were to be two distinct avenues for redemption open to trustees; namely, they could either pay the debt of the secured creditor (the traditional means of redemption), or pay the value of the security as assessed in the proof of security by the secured creditor - Section 128(3) did not refer to proof of security in connection with redemption by debt satisfaction - Reference to proof of security was limited to the second avenue; i.e., paying the value of the security, as assessed in the proof of security, by the secured creditor - See paragraphs 156 and 157.

Statutes - Topic 2603

Interpretation - Interpretation of words and phrases - Modern rule (incl. interpretation by context) - Intention from whole of section or statute - The Alberta Court of Queen's Bench's analysis of the vires of a Directive of the Superintendent of Bankruptcy began with an overview of the most relevant principles of statutory interpretation - The court confirmed Driedger's modern approach to statutory analysis - Other relevant principles of statutory interpretation included: "1. The presumption of regularity, which requires the court to proceed on the assumption that subordinate legislation is within the authority conferred by the enabling Act. The court is not to declare it invalid without clear evidence to support such a finding. 2. Parliament is understood not to legislate gratuitously. Inferences of broader generality under the concept of expressio unius are discouraged. 3. The presumption against absurdity; that is, an interpretation that leads to ridiculous or frivolous consequences, is extremely unreasonable or inequitable, is illogical or incoherent, is incompatible with other provisions or with the object of the legislative enactment, or defeats the purpose of a statute or renders some aspect of it pointless or futile." - BIA issues also required "consideration of the realities of commerce, practicality and business efficacy" - See paragraphs 32 to 35.

Statutes - Topic 2603

Interpretation - Interpretation of words and phrases - Modern rule (incl. interpretation by context) - Intention from whole of section or statute - In determining that the s. 128(1) proof of security under the Bankruptcy and Insolvency Act was not a precondition to redemption, the Alberta Court of Queen's Bench applied a contextual approach - The court was "far from convinced" that the approach would cause "a state of perpetual uncertainty" for all involved in the bankruptcy process - The approach recognized that the BIA was "designed to provide a pragmatic, expedient, and cost efficient means of resolving insolvency matters, something that slavish reliance on forms and form over substance does not further. It applies the plain language of s. 128(3) and respects the function and professionalism expected of trustees" - See paragraph 162.

Statutes - Topic 4985

Operation and effect - Enabling Acts - Power coupled with duty - Permissive power - "May" - General - In interpreting s. 128 of the Bankruptcy and Insolvency Act, specifically, that the s. 128(1) proof of security was not a precondition to redemption under s. 128(3), the Alberta Court of Queen's Bench relied on the permissive language of s. 128(1) as offering further support for its interpretation - "It does not state that trustees 'shall' require a proof of security. It says they 'may'" - In the court's view, Parliament recognized that in many cases trustees would be armed with sufficient information to make an informed decision about the validity of the security and amount of the debt, thereby obviating the need to call for a proof of security under s. 128(1) when contemplating redemption by payment of the debt - See paragraphs 159 and 160.

Words and Phrases

Redemption - In the context of interpreting the redemption provisions of the Bankruptcy and Insolvency Act, the Alberta Court of Queen's Bench considered the meaning of "redemption" and related terms in answering the question whether Parliament modified the law of redemption by requiring that redemption occur only in compliance with s. 128 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as specified in the Directive of the Superintendent of Bankruptcy - See paragraphs 88 and 89.

Words and Phrases

Statutory instrument - In the context of an application for advice and direction concerning the vires of a Directive issued by the Superintendent of Bankruptcy, the Alberta Court of Queen's Bench considered the definition of "statutory instrument" within the meaning of the Statutory Instruments Act, R.S.C. 1985, c. S-22 - See paragraphs 85 and 86.

Words and Phrases

To administer - The Alberta Court of Queen's Bench considered the phrase "to administer" in the context of an application for advice and direction concerning the vires of a Directive issued by the Superintendent of Bankruptcy, pursuant to s. 5(4)(b) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 - See paragraphs 63 and 64.

Cases Noticed:

Lévy (Sam) & Associés Inc. et al. v. Mayrand et al., [2006] 2 F.C.R. 543; 277 F.T.R. 50; 2005 FC 702, affd. (2006), 359 N.R. 145; 28 C.B.R.(5th) 200; 2006 FCA 205, leave to appeal refused (2006), 362 N.R. 397, refd to. [para. 14, footnote 4].

Canada (Attorney General) v. Lévy (Sam) et Associés Inc. et al. (2005), 280 F.T.R. 57; 2005 FC 208, affd. [2005] N.R. Uned. 220; 2005 FCA 318, refd to. [para. 15, footnote 5].

Kop Beverages Ltd., Re (1952), 32 C.B.R. 221 (Ont. H.C.), consd. [para. 23, footnote 10].

Cameron (Bankrupt), Re, [2001] A.R. Uned. 389; 29 C.B.R.(4th) 206; 2001 ABQB 915, additional reasons [2002] A.R. Uned. 39; 2002 ABQB 92 (Bktcy. Registrar), affd. (2002), 301 A.R. 228; 32 C.B.R.(4th) 176; 2002 ABQB 267, refd to. [para. 23, footnote 11].

Zutphen Brothers Construction Ltd. (Bankrupt), Re (1994), 135 N.S.R.(2d) 378; 386 A.P.R. 378; 29 C.B.R.(3d) 84 (S.C. Bktcy.), refd to. [para. 29, footnote 14].

Brittain Steel Ltd. (Bankrupt), Re (1995), 64 B.C.A.C. 130; 105 W.A.C. 130; 36 C.B.R.(3d) 130 (C.A.), refd to. [para. 29, footnote 15].

Superintendent of Bankruptcy (B.C.) v. Coopers & Lybrand Ltd. - see Brittain Steel Ltd. (Bankrupt), Re.

Colonial Manufacturing Co.; Ex parte Bank of Nova Scotia, [1934] 1 D.L.R. 703; [1934] O.R. 116; 15 C.B.R. 244 (H.C.), refd to. [para. 29, footnote 15].

Trynor Construction Co., Re (1965), 6 C.B.R.(N.S.) 98; 49 M.P.R. 268; 42 D.L.R.(2d) 271 (N.S.S.C.), refd to. [para. 29, footnote 15].

Bank of Montreal v. Hester Creek Estate Winery Ltd. et al., [2004] B.C.T.C. 724; 2 C.B.R.(5th) 61; 2004 BCSC 724, refd to. [para. 30, footnote 16].

Banque Nationale du Canada v. Restaurant Ocean Drive Inc. (1998), 23 C.B.R.(4th) 26 (Que. C.A.), leave to appeal refused (1999), 249 N.R. 393 (S.C.C.), refd to. [para. 30, footnote 16].

9067-5661 Quebec Inc. v. Adam (Daniel) & Associes (2003), 48 C.B.R.(4th) 150 (Que. S.C.), affd. [2004] J.Q. no 10093 (C.A.), refd to. [para. 30, footnote 16].

Hart Equipment Corp., Re (1957), 36 C.B.R. 103 (Ont. H.C.), consd. [para. 30, footnote 17].

Alger Press Ltd., Re (1994), 18 O.R.(3d) 214 (Gen. Div.), consd. [para. 30, footnote 17].

501666 B.C. Ltd. (Bankrupt), Re, [2005] B.C.T.C. 1882; 26 C.B.R.(5th) 224; 2005 BCSC 1882, consd. [para. 30, footnote 17].

Electric Zoo Graphics, Re - 501666 B.C. Ltd. (Bankrupt), Re.

Performance Drilling Co., Re (1966), 9 C.B.R.(N.S.) 78 (Alta. T.D.), consd. [para. 30, footnote 17].

Skingley, Re (1963), 5 C.B.R.(N.S.) 234 (Ont. H.C.), consd. [para. 30, footnote 18].

Prudential Finance Corp., Re (1967), 10 C.B.R.(N.S.) 70 (Ont. H.C.), affd. [1968] 1 O.R. 242; 11 C.B.R.(N.S.) 138 (C.A.), consd. [para. 30, footnote 18].

Bell ExpressVu Limited Partnership v. Rex et al., [2002] 2 S.C.R. 559; 287 N.R. 248; 166 B.C.A.C. 1; 271 W.A.C. 1; 2002 SCC 42, refd to. [para. 33].

Heppner v. Alberta (1977), 6 A.R. 154; 4 Alta. L.R.(2d) 139 (C.A.), refd to. [para. 34, footnote 19].

Rizzo & Rizzo Shoes Ltd. (Bankrupt), Re, [1998] 1 S.C.R. 27; 221 N.R. 241; 106 O.A.C. 1, refd to. [para. 34, footnote 21].

Rassell (Bankrupt), Re (1999), 237 A.R. 136; 197 W.A.C. 136; 1999 ABCA 232, refd to. [para. 35, footnote 22].

Marquette (A.) & Fils Inc. v. Mercure, [1977] 1 S.C.R. 547; 10 N.R. 239, refd to. [para. 35, footnote 22].

Canada (Minister of Indian Affairs and Northern Development) v. Curragh Inc. (1994), 114 D.L.R.(4th) 176; 27 C.B.R.(3d) 148 (Ont. Gen. Div.), refd to. [para. 35, footnote 22].

Federal Business Development Bank v. Commission de la santé et de la sécurité du travail et al., [1988] 1 S.C.R. 1061; 84 N.R. 308; 14 Q.A.C. 140, ref to. [para. 36, footnote 24].

St. Anne-Nackawic Pulp Co. (Bankrupt), Re (2004), 289 N.B.R.(2d) 386; 753 A.P.R. 386; 11 C.B.R.(5th) 296; 2005 NBQB 99 (Bktcy.), refd to. [para. 39, footnote 28].

McEwen (Bankrupt), Re (1997), 193 N.B.R.(2d) 31; 493 A.P.R. 31; 50 C.B.R.(3d) 111 (C.A.), refd to. [para. 40, footnote 29].

WorkGroup Designs Inc., Re (2008), 234 O.A.C. 166; 2008 ONCA 214, refd to. [para. 41, footnote 30].

Thamotharem v. Canada (Minister of Citizenship and Immigration), [2008] 1 F.C.R. 385; 366 N.R. 301; 2007 FCA 198, leave to appeal denied (2007), 383 N.R. 400 (S.C.C.), refd to. [para. 47, footnote 35].

Johnston et al. v. Director of Vital Statistics (Alta.) et al. (2008), 433 A.R. 147; 429 W.A.C. 147; 2008 ABCA 188, refd to. [para. 50, footnote 37].

Skyline Roofing Ltd. v. Workers' Compensation Board (Alta.) et al. (2001), 292 A.R. 86; 2001 ABQB 624, consd. [para. 52, footnote 38].

BPCL Holdings Inc. et al. v. Alberta et al. (2008), 429 A.R. 311; 421 W.A.C. 311; 2008 ABCA 153, refd to. [para. 61].

British Columbia Development Corp. v. Ombudsman, [1984] 2 S.C.R. 447; 55 N.R. 298, refd to. [para. 64, footnote 48].

Morriscey (Bankrupt), Re (2003), 218 N.S.R.(2d) 13; 687 A.P.R. 13; 47 C.B.R.(4th) 92; 2003 NSSC 200 (Bktcy. Registrar), refd to. [para. 70, footnote 50].

Dondale, Re, [2007] B.C.T.C. Uned. D39; 34 C.B.R.(5th) 113; 2007 BCSC 847, refd to. [para. 73, footnote 51].

Williams (Bankrupt), Re, [2005] B.C.T.C. 108; 10 C.B.R.(5th) 300; 2005 BCSC 108 (Bktcy. Registrar), refd to. [para. 74, footnote 52].

Sztojka (Bankrupt), Re, [2005] O.T.C. 1109 (Sup. Ct. Bktcy. Registrar), refd to. [para. 74, footnote 53].

Pottie, Re (2002), 32 C.B.R.(4th) 92 (N.S.S.C.), refd to. [para. 80, footnote 57].

Mitchell, Re (2003), 27 Alta. L.R.(4th) 281; 2003 ABQB 332, refd to. [para. 80, footnote 57].

Morris (Bankrupt), Re (2004), 243 Sask.R. 204; 2004 SKQB 4 (Bktcy. Registrar), refd to. [para. 80, footnote 57].

Cochran (Bankrupt), Re, [2006] N.S.R.(2d) Uned. 85; 24 C.B.R.(5th) 130; 2006 NSSC 242 (Bktcy. Registrar), refd to. [para. 80, footnote 57].

Clements, Re (1990), 77 C.B.R.(N.S.) 233, refd to. [para. 81, footnote 58].

Sheriff et al. v. Canada (Attorney General) (2006), 350 N.R. 230; 25 C.B.R.(5th) 204; 2006 FCA 139, refd to. [para. 82, footnote 59].

Ryan (Bankrupt), Re (2006), 307 N.B.R.(2d) 167; 795 A.P.R. 167; 24 C.B.R.(5th) 279; 2006 NBQB 286 (Bktcy. Registrar), refd to. [para. 83, footnote 60].

Farm Credit Corp. v. Nelson et al., [1993] 6 W.W.R. 518; 110 Sask.R. 287 (Q.B.), refd to. [para. 91, footnote 68].

Petranik v. Dale, [1977] 2 S.C.R. 959; 11 N.R. 309, refd to. [para. 92, footnote 69].

Lindstrom v. Pollard (1922), 22 O.W.N. 162 (H.C.), refd to. [para. 93, footnote 70].

Canadian Acceptance Corp. v. Gillespie (1985), 56 C.B.R.(N.S.) 197 (N.B.C.A.), refd to. [para. 94, footnote 74].

Broydon Printers Ltd., Re (1974), 4 O.R.(2d) 48; 19 C.B.R.(N.S.) 226 (H.C.), refd to. [para. 94, footnote 74].

339812 Ontario Ltd., Re, (1996), 41 C.B.R.(3d) 183 (Ont. Gen. Div.), refd to. [para. 112, footnote 82].

Fiore (F.) & Son Ltd., Re (1983), 46 C.B.R.(N.S.) 316 (Ont. H.C.), refd to. [para. 132, footnote 103].

Comptoirs Bizou Mode Inc. (Syndic de), Re, [1990] R.J.Q. 1039 (S.C.), refd to. [para. 132, footnote 106].

Royal Bank of Canada v. United Used Auto & Truck Parts Ltd. et al., [2002] B.C.T.C. 487; 32 C.B.R.(4th) 297; 2002 BCSC 487, refd to. [para. 140; footnote 118].

Superintendent of Bankruptcy (Can.) v. Aberant Arnold and Chow Inc.; George's Cycle, Re, [2004] A.J. No. 1601 (Q.B.), refd to. [para. 142, footnote 120].

George's Cycle, Re - see Superintendent of Bankruptcy (Can.) v. Aberant Arnold and Chow Inc.

Hallmac Ltd., Re (1973), 19 C.B.R.(N.S.) 80; 1 O.R.(2d) 143 (H.C.), refd to. [para. 147, footnote 126].

Dunham, Re (1981), 40 C.B.R.(N.S.) 25 (Ont. S.C.), refd to. [para. 149, footnote 127].

Pharmacies Modernes Inc., Re (1974), 19 C.B.R.(N.S.) 161 (Que. S.C.), refd to. [para. 149, footnote 128].

Dominion Lock Co. (Trustee of), Re (1985), 56 C.B.R.(N.S.) 148 (Que. S.C.), refd to. [para. 149, footnote 128].

157637 Canada Inc., Re (1996), 43 C.B.R.(3d) 146 (Que. S.C.), refd to. [para. 167, footnote 133].

Hoque (Bankrupt), Re (1996), 148 N.S.R.(2d) 142; 429 A.P.R. 142; 38 C.B.R.(3d) 133 (C.A.), refd to. [para. 187, footnote 135].

Baxland v. Fuller (1990), 2 C.B.R.(3d) 125 (B.C.S.C.), refd to. [para. 215, footnote 137].

Troup (John M.M.) Ltd. v. Royal Bank of Canada, [1962] S.C.R. 487, refd to. [para. 215, footnote 138].

Rudco Insulation Ltd. v. Toronto Sanitary Inc. et al. (1998), 114 O.A.C. 272; 42 O.R.(3d) 292 (C.A.), refd to. [para. 215, footnote 139].

D & K Horizontal Drilling (1998) Ltd. (Bankrupt) v. Alliance Pipeline Ltd. et al. (2002), 216 Sask.R. 199; 33 C.B.R.(4th) 217; 2002 SKQB 86, affd. (2002), 227 Sask.R. 250; 287 W.A.C. 250; 39 C.B.R.(4th) 201; 2002 SKCA 145, refd to. [para. 215, footnote 140].

Lennox (Arthur J.) Contractors Ltd. (No. 1), Re (1959), 38 C.B.R. 97 (Ont. H.C.), refd to. [para. 215, footnote 141].

Davidson (Walter) Co. (No. 2), Re (1958), 37 C.B.R. 81 (Ont. H.C.), refd to. [para. 220, footnote 145].

Stall Lake Mines Ltd. (N.P.L.), Re (1969), 13 C.B.R.(N.S.) 58; 69 W.W.R.(N.S.) 543 (Man. C.A.), refd to. [para. 222, footnote 148].

Baria (Bankrupt), Re (1998), 133 Man.R.(2d) 278; 7 C.B.R.(4th) 81 (Q.B. Bktcy.), refd to. [para. 231, footnote 152].

Reeve-Dobie Mines Ltd., Re (1921), 1 C.B.R. 540; 64 D.L.R. 534 (Ont. H.C.), refd to. [para. 237, footnote 154].

Morguard Mortgage Investments Ltd. v. Faro Development Corp. (1974), 50 D.L.R.(3d) 426 (Alta. C.A.), refd to. [para. 245, footnote 156].

Paper Machinery Ltd. v. Ross (J.O.) Engineering Corp., [1934] S.C.R. 186, refd to. [para. 245, footnote 157].

Statutes Noticed:

Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, sect. 5(4)(b), sect. 5(4)(c) [para. 16]; sect. 5(5) [para. 19]; sect. 5(6) [para. 20]; sect. 13.4 [para. 174]; sect. 50.1 [para. 226, footnote 151]; sect. 72(1) [para. 145]; sect. 128(1) [paras. 39, 96]; sect. 135 [para. 40]; sect. 147(1), sect. 147(2) [para. 24].

Law of Property Act, R.S.A. 2000, c. L-7, sect. 38(1) [para. 91, footnote 67].

Statutory Instruments Act, R.S.C. 1985, c. S-22, sect. 2(1) [para. 85].

Authors and Works Noticed:

Annotation to Re Prudential Finance (1968), 11 C.B.R.(N.S.) 144, p. 145 [para. 120, footnote 93].

Annotation to Re Stall Lake Mines Ltd. (N.P.L.) (1970), 13 C.B.R.(N.S.) 71, p. 71-71 [para. 224, footnote 150].

Atlas, Kenneth S., The Race to the Swiftest? Entitlement to the Possession of the Property of a Bankrupt (1985), 56 C.B.R.(N.S.) 217, p. 224 [para. 150, footnote 129].

Commentary on Re Hart Equipment (1957), 36 C.B.R. 103, p. 111 [para. 110, footnote 79].

Côté, Pierre-André, Interpretation of Legislation in Canada (2nd Ed. 1991), pp. 378, 379, 380 [para. 34, footnote 21].

de Smith, Stanley Alexander, Judicial Review of Administrative Action (4th Ed. 1980), para. 71 [para. 45, footnote 33].

Driedger, Elmer A., Construction of Statutes (2nd Ed. 1983), p. 87 [para. 33].

Falconbridge on Mortgages (5th Ed. 2003), p. 29-1 [para. 89, footnote 65].

Holland, Denys C., and McGowan, John P., Delegated Legislation in Canada (1989), pp. 181, 182, 187, 188 [para. 79, footnote 56]; 1037 [para. 49, footnote 36].

Houlden, Lloyd W., and Morawetz, Carl H., Bankruptcy Law of Canada (1960), pp. 1, 214, 215 [para. 25, footnote 13].

Houlden, Lloyd W., and Morawetz, Geoffrey B., Bankruptcy and Insolvency Law of Canada (Rev. 3rd Ed.), vol. 2, p. 5-72.1 [para. 132, footnote 104]; pp. 1-32, para. C § 1 [para. 84, footnote 61]; 3-41, para. F § 8(3) [para. 217, footnote 142]; para. G § 50 [para. 39, footnote 27]; § F1 [para. 93, footnote 71].

Morawetz, C.W., Annotation to Re Clements (1990), 77 C.B.R.(N.S.) 233, generally [para. 81, footnote 58].

Sullivan, Ruth, Sullivan and Driedger on the Construction of Statutes (4th Ed. 2002), p. 186 [para. 34, footnote 20].

Counsel:

Jeremy H. Hockin, for the applicant, Dr. David Climenhaga;

George T. Christidis (Department of Justice Canada), for the respondent, Office of the Superintendent of Bankruptcy

Michael J. McCabe, Q.C. (Reynolds Mirth Richards & Farmer LLP), for the applicant, PricewaterhouseCoopers Inc.;

Kentigern A. Rowan (Ogilvie LLP), for the applicant, Browning Crocker Inc.

These applications were heard on February 5, 2008, by Topolniski, J., of the Alberta Court of Queen's Bench, Judicial District of Edmonton. Supplemental written submissions were received in March and April, 2008. The court delivered the following reasons for judgment, dated June 6, 2008.

                                                                                                   

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    ...183 Cunningham, Re, 2009 ABQB 758 ..................................................................... 158 Cutting Edge Foods Inc (Re), 2008 ABQB 340 .................................................. 135 Czerwonka v Paslawski (1989), 77 Sask R 206, [1989] SJ No 353 (QB), aff’d (1989), 8 R......
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