Prim Investments Ltd. v. Madison Development Corp. Ltd. and Registrar of Corporations, (1982) 46 A.R. 157 (QB)

• Judge: Miller, J.
• Court: Court of Queen's Bench of Alberta (Canada)
• Case Date: November 22, 1982
• Citations: (1982), 46 A.R. 157 (QB)

Prim Inv. Ltd. v. Madison Dev. Corp. (1982), 46 A.R. 157 (QB)

MLB headnote and full text

Prim Investments Ltd. v. Madison Development Corporation and Registrar of Corporations

(No. 8203-29221)

Indexed As: Prim Investments Ltd. v. Madison Development Corp. Ltd. and Registrar of Corporations

Alberta Court of Queen's Bench

Judicial District of Edmonton

Miller, J.

November 22, 1982.

Summary:

A company was issued a Certificate of Continuance under the Business Corporations Act, but failed to hold a shareholder's meeting as required by s. 261(4) of the Act. A shareholder of the company applied for a declaration that the certificate was null and void and should be cancelled.

The Alberta Court of Queen's Bench dismissed the application, holding that the certificate was conclusive proof that all provisions of the Act had been complied with.

Company Law - Topic 1282

Incorporation and organization - Continuance - Validity of - The Alberta Court of Queen's Bench held that where a Certificate of Continuance was issued under the Business Corporations Act, it was conclusive proof that all statutory provisions had been complied with - The Court held that s. 9 of the Act prevented the Court from going behind the certificate to determine its validity - See paragraphs 1 to 32.

Statutes - Topic 516

Interpretation - General principles - Ordinary meaning of words - The Alberta Court of Queen's Bench held that it was a primary rule of statutory interpretation that nontechnical words and phrases were to be given their plain and ordinary meaning - See paragraph 29.

Cases Noticed:

Doe d. Commercial Bank v. Williston (1844), 5 N.B.R. 101, refd to. [para. 5].

Hamilton and Flamborough Road Co. v. Townsend (1886), 13 O.A.R. 534 (C.A.), refd to. [para. 5].

Re Barned's Banking Company, Peel's Case, [1867] 2 Ch. App. 674, refd to. [para. 8].

Oakes v. Turquand (1867), 36 L.J. Ch. D. 949, refd to. [para. 9].

Re National Debenture and Assets Corporation, [1891] 2 Ch. 505, refd to. [para. 10].

In re Laxon & Co., [1892] 3 Ch. 555, refd to. [para. 11].

Ladies' Dress Association, Limited v. Pulbrook, [1900] 2 A.Q. 376 (C.A.), refd to. [para. 12].

Hammond v. Prentice Brothers, Limited, [1920] 1 Ch. 201, refd to. [para. 14].

Bell Houses Ltd. v. City Wall Properties Ltd., [1966] 2 Q.B. 656, refd to. [para. 14].

Official Receiver and Liquidator of Jubilee Cotton Mills, Limited v. Lewis, [1924] A.C. 958 (H.L.), refd to. [para. 15].

Cunard Steamship Company, Limited v. Hopwood, [1908] 2 Ch. 564, refd to. [para. 16].

In re Yolland, Husson & Birkett, Limited, [1908] 1 Ch. 152, refd to. [para. 16].

National Provincial and Union Bank of England v. Charnley, [1924] 1 K.B. 431, refd to. [para. 16].

Re Mechanisations (Eaglescliffe) Ltd., [1964] 3 All E.R. 840, refd to. [para. 16].

Re Eric Holmes (Property) Ltd., [1965] 2 All E.R. 333, refd to. [para. 16].

Re C L Nye Ltd., [1970] 3 All E.R. 1061, refd to. [para. 16].

Heatherton Co-operative Co. Ltd. v. Grant, [1930] 1 D.L.R. 975, refd to. [para. 19].

Letain v. Conwest Exploration Company Limited, [1961] S.C.R. 98, refd to. [para. 21].

C.P.W. Valve & Instrument Ltd. v. Scott (1978), 3 B.L.R. 204, refd to. [paras. 24-27].

R. v. German and Medicine Hat Greenhouses Limited, [1979] 1 W.W.R. 296; 6 A.R. 357, refd to. [para. 29].

Statutes Noticed:

Business Corporations Act, S.A. 1981, c. B-15, sect. 9 [para. 4]; sect. 181(5) [para. 3].

Companies Act, R.S.A. 1980, c. C-20, sect. 27, sect. 28 [para. 17].

Federal Companies Act, R.S.C. 1952, c. 53, sect. 11, sect. 132, sect. 133 [para. 21].

Authors and Works Noticed:

Maxwell on Interpretation of Statutes (12th Ed.), p. 28 [para. 29].

Counsel:

Daniel A. Kennedy, for the applicant;

No one contra.

This case was heard before MILLER, J., of the Alberta Court of Queen's Bench, who delivered the following judgment on November 22, 1982: