Petromines Acquisitions Ltd., Re, (2001) 295 A.R. 377 (QB)

• Judge: Rawlins, J.
• Court: Court of Queen's Bench of Alberta (Canada)
• Case Date: June 08, 2001
• Citations: (2001), 295 A.R. 377 (QB);2001 ABQB 568

Petromines Acquisitions Ltd., Re (2001), 295 A.R. 377 (QB)

MLB headnote and full text

Temp. Cite: [2001] A.R. TBEd. JL.077

In The Matter Of Section 239 of the Business Corporations Act, R.S.A. 1980, c. B-15;

And In The Matter Of a decision of the Registrar of the Registry of Corporations to refuse to revive Petromines Acquisitions Ltd.

(Action No. 0101-01127; 2001 ABQB 568)

Indexed As: Petromines Acquisitions Ltd., Re

Alberta Court of Queen's Bench

Judicial District of Calgary

Rawlins, J.

June 29, 2001.

Summary:

The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 reviving a dissolved corporation (PAL) so the CCRA could assess PAL respecting certain transactions. A successor company of PAL applied to set aside the revival order.

The Alberta Court of Queen's Bench dismissed the application.

Company Law - Topic 9244

Dissolution or surrender or forfeiture of Charter - Restoration or reinstatement - Procedure (incl. notice) - The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 without notice reviving a dissolved corporation (PAL) so the CCRA could assess the company respecting certain transactions - A successor corporation of PAL applied to set aside the revival order - It questioned whether appropriate procedures were used to obtain the revival order - The Alberta Court of Queen's Bench held that the CCRA acted in accordance with procedures outlined by the Alberta Business Corporations Act and the Rules - The sections regarding the revival of a corporation did not require that notice be given to PAL - Common business sense dictated that it was impractical to require notice to a dissolved corporation of an application to revive it - See paragraphs 14 to 23.

Company Law - Topic 9244

Dissolution or surrender or forfeiture of Charter - Restoration or reinstatement - Procedure (incl. notice) - The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 without notice reviving a dissolved corporation (PAL) so the CCRA could assess the company respecting certain transactions - The order required, inter alia, that the CCRA provide the Registrar of Corporations with an annual status report and advise the Registrar upon the settlement of the purpose for which it was revived being finalized - A successor corporation of PAL applied to set aside the revival order arguing that the CCRA's failure to comply with the terms of the revival order rendered it of no force and effect - The Alberta Court of Queen's Bench rejected the argument - See paragraphs 24 to 46.

Company Law - Topic 9244

Dissolution or surrender or forfeiture of Charter - Restoration or reinstatement - Procedure (incl. notice) - The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 without notice reviving a dissolved corporation (PAL) so the CCRA could assess the company respecting certain transactions - The order required, inter alia, that the CCRA provide the Registrar of Corporations with an annual status report, otherwise PAL was to be dissolved - The CCRA failed to do so and PAL was dissolved again in 1997 - A successor corporation of PAL applied to set aside the revival order - It argued that the court should interpret the dissolution retroactively as to interpret it otherwise would give it no force and effect - The Alberta Court of Queen's Bench rejected the argument - The order had force and effect without having PAL's dissolution operate retroactively - See paragraphs 31 to 36.

Company Law - Topic 9244

Dissolution or surrender or forfeiture of Charter - Restoration or reinstatement - Procedure (incl. notice) - The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 without notice reviving a corporation (PAL) (dissolved in 1990) so the CCRA could assess the company respecting certain transactions - A successor corporation of PAL applied to set aside the revival order - It argued that PAL had the right to have the revival proceeding brought against it within two years from the date of PAL's dissolution pursuant to s. 219(2)(b) of the Alberta Business Corporations Act - The Alberta Court of Queen's Bench rejected the argument - Section 219(2)(b) was not an absolute two year limitation - The section was permissive - It was a right given to third parties to proceed against dissolved corporations - PAL did not acquire any right prior to its revival that would prevent a proceeding from commencing outside the two year period - See paragraphs 47 to 56.

Courts - Topic 4502

Tax Court of Canada - General - Jurisdiction - The Canada Customs and Revenue Agency (CCRA) obtained an order in 1995 reviving a dissolved corporation (PAL) so the CCRA could reassess it respecting certain transactions - A related corporation (Renaissance) brought an action respecting the reassessment in the Tax Court of Canada - A successor corporation to PAL (Husky Oil) applied to set aside the revival order - The CCRA argued that the matter fell within the exclusive jurisdiction of the Tax Court - The Alberta Court of Queen's Bench rejected the argument - The application did not address the assessment or reassessment of tax but whether PAL, an Alberta corporation, was effectively revived pursuant to the Alberta Business Corporations Act - The jurisdiction to determine that issue was found in the Judicature Act - See paragraphs 7 to 12.

Practice - Topic 5409

Judgments and orders - General - Nunc pro tunc - [See third Company Law - Topic 9244 ].

Cases Noticed:

Devor v. Minister of National Revenue, [1988] 2 C.T.C. 155; 21 F.T.R. 146 (T.D.), revd. [1993] 1 C.T.C. 142; 151 N.R. 188 (F.C.A.), refd to. [para. 8].

Optical Recording Co. v. Minister of National Revenue, [1990] 2 C.T.C. 524; 116 N.R. 200 (F.C.A.), refd to. [para. 8].

Brydges et al. v. Kinsman et al., [1990] 2 C.T.C. 208; 36 F.T.R. 216 (T.D.), affd. [1992] 2 C.T.C. 411; 153 N.R. 158 (F.C.A.), refd to. [para. 8].

Brydges v. Minister of National Revenue - see Brydges et al. v. Kinsman et al.

Norris (Bankrupt), Re (1989), 34 O.A.C. 304; 69 O.R.(2d) 285 (C.A.), refd to. [para. 9].

Montreal Trust Co. v. Tottrup (1990), 82 Alta. L.R.(2d) 340 (Q.B.), refd to. [para. 9].

Prefontaine v. Minister of National Revenue, [1990] A.J. No. 118 (Q.B.), refd to. [para. 9].

Cook et al. v. Canada (Attorney General) et al. (1998), 164 Sask.R. 246; 21 C.P.C.(4th) 381 (Q.B.), refd to. [para. 9].

Board v. Board, [1919] 2 W.W.R. 940 (P.C.), refd to. [para. 10].

R. v. Wilson, [1983] 2 S.C.R. 594; 51 N.R. 321; 26 Man.R.(2d) 194, refd to. [para. 11].

Dale v. Minister of National Revenue, [1997] 3 F.C. 235; 211 N.R. 191; [1997] 2 C.T.C. 286; 97 D.T.C. 5252; 1997 CarswellNat 391 (F.C.A.), refd to. [para. 11].

Longley v. Minister of National Revenue, [1999] 4 C.T.C. 108; 19 B.C.T.C. 81; 99 D.T.C. 5549; 66 B.C.L.R.(3d) 133; 176 D.L.R.(4th) 445 (S.C.), affd. [2000] 2 C.T.C. 382; 138 B.C.A.C. 17; 226 W.A.C. 17 (C.A.), leave to appeal denied (2000), 264 N.R. 398 (S.C.C.), dist. [para. 16].

Minister of National Revenue v. Larsson (1997), 216 N.R. 315; 97 D.T.C. 5425 (F.C.A.), dist. [para. 31].

602533 Ontario Inc. v. Shell Canada Ltd. (1998), 106 O.A.C. 183; 155 D.L.R.(4th) 562 (C.A.), refd to. [para. 35].

Gordon's Flying Carpets Ltd., Re (1985), 66 A.R. 371; 41 Alta. L.R.(2d) 365 (Q.B. Master), refd to. [para. 41].

MacRae v. Broder et al. (1998), 239 A.R. 77 (Q.B.), refd to. [para. 50].

Wiskerke v. Rice et al. (1997), 214 A.R. 230 (Q.B.), refd to. [para. 50].

Ontario Sprinkler Sales Ltd. v. Emco Ltd. (1996), 28 O.R.(3d) 155 (Gen. Div.), refd to. [para. 50].

Profit Sharing Investors of Canada Ltd. v. Coffee Vending Services (Ottawa) Ltd. (1983), 41 O.R.(2d) 470 (S.C.), refd to. [para. 50].

Statutes Noticed:

Business Corporations Act, S.A. 1981, c. B-15, sect. 219(2)(b) [para. 47].

Counsel:

B.R. Crump, for Husky Oil Operations Ltd.;

J.C. Yaskowich, for Her Majesty the Queen through the Deputy Attorney General of Canada representing Canada Customs and Revenue Agency.

This application was heard on June 8, 2001, before Rawlins, J., of the Alberta Court of Queen's Bench, Judicial District of Calgary, who delivered the following judgment on June 29, 2001.