R. v. Black & Decker Manufacturing Co., (1974) 1 N.R. 299 (SCC)

• Judge: Fauteux, C.J.C., Abbott, Martland, Judson, Ritchie, Spence, Pigeon, Laskin and Dickson, JJ.
• Court: Supreme Court (Canada)
• Case Date: January 25, 1971
• Jurisdiction: Canada (Federal)
• Citations: (1974), 1 N.R. 299 (SCC);15 CCC (2d) 193;1974 CanLII 15 (SCC);[1975] 1 SCR 411;13 CPR (2d) 97;[1974] CarswellOnt 258;1 NR 299;43 DLR (3d) 393

R. v. Black & Decker (1974), 1 N.R. 299 (SCC)

MLB headnote and full text

R. v. Black & Decker Manufacturing Co. Ltd.

Indexed As: R. v. Black & Decker Manufacturing Co.

Supreme Court of Canada

Fauteux, C.J.C., Abbott, Martland, Judson, Ritchie, Spence, Pigeon, Laskin and Dickson, JJ.

February 12, 1974.

Summary:

This case arose out of a charge against the Black & Decker Manufacturing Co. Ltd. pursuant to the provisions of Combines Investigation Act. The defendant company was issued letters patent of January 25, 1971 pursuant to s. 137 of the Canada Corporations Act and an amalgamation agreement between three companies. The charge under the Combines Investigation Act related to offences alleged to have occurred prior to January, 1971 and related to the activities of one of the "old" companies. At trial the defendant company made a motion for dismissal of the charge on the grounds that no criminal responsibility "can be transferred to" the amalgamated company. The provincial court judge dismissed the motion. The accused company then applied to the Supreme Court of Ontario for an order of prohibition which was refused - see 9 C.P.R.(2d) 129. On appeal to the Ontario Court of Appeal the appeal was allowed and an order was made prohibiting further proceedings against the defendant company - see [1973] 2 O.R. 460.

On appeal to the Supreme Court of Canada the appeal was allowed, the judgment of the Ontario Court of Appeal was set aside, and the case was remitted to the Ontario Provincial Court for prosecution.

The Supreme Court of Canada stated that the amalgamation did not create a new company and that the "old" companies were not extinguished - see paragraph 3. The Supreme Court of Canada stated that upon amalgamation each constituent company loses its "separate" existence but the constituent companies do not cease to exist - see paragraph 4.

The Supreme Court of Canada stated that the amalgamated company was responsible for the acts of the constituent companies prior to the amalgamation - see paragraph 8.

Company Law - Topic 6851

Amalgamation defined - Three companies were amalgamated in 1971 pursuant to the Canada Corporations Act - In 1972 the amalgamated company was charged with an offence for the actions of one of the "old" companies alleged to have occurred prior to 1971 - Whether the amalgamated company could be charged with such an offence - The Supreme Court of Canada stated that the amalgamation did not create a new company and that the "old" companies were not extinguished as a result of the amalgamation - The Supreme Court of Canada held that the amalgamated company was accountable for the prior offences of the "old" companies.

Statutes - Topic 1801

Interpretation - Intrinsic aids - Bilingual statutes - Reference to either the English language or the French language - The Supreme Court of Canada referred to the French language version because it better expressed the effect of an amalgamation of two companies - See paragraph 3.

Words and Phrases

Amalgamate - The Supreme Court of Canada discussed the meaning of the word "amalgamate" as found in s. 137 of the Canada Corporations Act - See paragraphs 5 and 6.

Cases Noticed:

Re Quieting Titles Act (1962), 40 W.W.R. 182, not folld. [para. 4].

R. v. J.J. Beamish Construction Co. Ltd., [1966] 2 O.R. 867, not folld. [para. 4].

Stanward Corporation v. Denision Mines Ltd., [1966] 2 O.R. 585, folld. [para. 4].

R. v. Howard Smith Paper Mills, Ltd., [1954] 4 D.L.R. 161, dist. [para. 4].

In re South African Supply and Cold Storage Company, [1904] 2 Ch. 268, folld. [para. 5].

Statutes Noticed:

Canada Corporations Act, R.S.C. 1970, c. C-32, sect. 137 [para. 2].

Counsel:

D.G. Patterson and J.G.C. Duppereault, for the appellant;

J.M. Roland and J.T. Kennish, for the respondent.

The judgment of the court was delivered by Dickson, J.