Woodward's Ltd. et al., Re, (1993) 23 B.C.A.C. 224 (CA)

• Judge: Legg, J.A.
• Court: Court of Appeal (British Columbia)
• Case Date: February 03, 1993
• Jurisdiction: British Columbia
• Citations: (1993), 23 B.C.A.C. 224 (CA)

Woodward's Ltd., Re (1993), 23 B.C.A.C. 224 (CA);

    39 W.A.C. 224

MLB headnote and full text

In The Matter Of The Companies' Creditors Arrangement Act; R.S.C. 1985, c. C-36 and In The Matter Of The Company Act, R.S.B.C. 1979, c. 59; and In The Matter Of Woodward's Limited, Woodward Stores Limited and Abercrombie & Fitch Co. (Canada) Ltd. (hereinafter collectively called "Woodward's")

(CA016659; CA016680; CA016685; CA016688; CA016695)

Indexed As: Woodward's Ltd. et al., Re

British Columbia Court of Appeal

Legg, J.A.

February 10, 1993.

Summary:

A Chambers judge acting under the Com­panies' Creditors Arrangement Act made an order wherein he refused to set up a trust fund for the benefit of certain unsecured creditors of Woodward's. The judge did set up a trust fund for a secured creditor of Woodward's, its largest single shareholder and major landlord. The judge also declined to adjourn the creditors' application to allow them to obtain evidence and established a committee of creditors. Various suppliers and unsecured creditors applied for leave to appeal the order.

The British Columbia Court of Appeal, per Legg, J.A., dismissed the applications.

Creditors and Debtors - Topic 8599

Debtors relief legislation - Companies' Creditors Arrangement legislation - Appeals - Leave to appeal - A Chambers judge declined to direct a trust fund to benefit the unpaid suppliers of goods and services of Woodward's, supplied within 30 days of the filing of a bankruptcy peti­tion against that company - The judge did direct a trust fund for the benefit of a secured creditor, Woodward's major land­lord and its single largest shareholder - The judge also declined to adjourn the suppliers' application to allow them to obtain evidence and set up a creditors' committee - The British Columbia Court of Appeal, per Legg, J.A., refused to grant leave to appeal under the Companies' Creditors Arrangement Act to interfere with the judge's exercise of discretion.

Cases Noticed:

Rosenzweig Goldfine's Claim v. Goldfine Ltd. (1921), 2 C.B.R. 255; 31 B.R. 558; 70 D.L.R. 174 (C.A.), refd to. [paras. 21, 28].

Knitrama Fabric Inc. v. K. & A. Textiles Inc., [1984] C.S. 1202, refd to. [para. 21].

Neilson (William) Ltd. c. Banque Nation­ale du Canada, Red Carpet Distribution Inc. et autre, [1991] R.J.Q. 712; 37 Q.A.C. 92 (C.A.), affing. [1989] R.J.Q. 2798 (S.C.), refd to. [para. 21].

Chef Ready Foods Ltd. v. Hongkong Bank of Canada, [1991] 2 W.W.R. 136; 51 B.C.L.R.(2d) 84; 4 C.B.R.(3d) 311 (C.A.), refd to. [para. 32].

Pacific National Lease Holding Corp. et al., Re (1992), 19 B.C.A.C. 134; 34 W.A.C. 134, refd to. [para. 34].

Meridian Developments Inc. v. Toronto- Dominion Bank, [1984] 5 W.W.R. 215; 53 A.R. 39; 32 Alta. L.R.(2d) 150; 52 C.B.R.(N.S.) 109; 11 D.L.R.(4th) 576, refd to. [para. 40].

Quintette Coal Ltd. v. Nippon Steel Corp. (1990), 80 C.B.R.(N.S.) 98 (B.C.S.C.), refd to. [para. 40].

Sun Life Savings and Mortgage Corp. v. Sampson (1991), 9 B.C.A.C. 262; 19 W.A.C. 262; 62 B.C.L.R.(2d) 399; 86 D.L.R.(4th) 368 (C.A.), refd to. [para. 44].

Statutes Noticed:

Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, sect. 47.1 [para. 38]; sect. 81.1 [paras. 2, 21-22, 30, 37-38, 41-42].

Civil Code of Lower Canada, art. 1543 [para. 21].

Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, sect. 11 [para. 40].

Court of Appeal Act, S.B.C. 1982, c. 7, sect. 6.1 [para. 25].

Authors and Works Noticed:

Fortin, Couture and Savoie, The Solutions Under the New Section 81.1 of the Bankruptcy and Insolvency Act [para. 28].

Counsel:

C.M. Trower, David Bernstein, Q.C., and F. Bennett, for the appellants, Transcontinental West ("Transcontinental") and other unsecured creditors;

Douglas B. Hyndman, for the appellants, Accord Business Credit Inc. and other unsecured creditors;

G. Cuttler, for the appellant, Hasbro Canada Inc.;

G.S. Snarch, for the appellant, Palmer Jarvis Advertising;

A. Edgson, for the appellant, Eveready Division and other unsecured creditors;

D. Lunny, for the appellant, M.T.C. Electric Technologists;

W.C. Kaplan, for the respondent, Canadian Imperial Bank of Commerce;

D.I. Knowles, for the respondent, Cambridge Leaseholds Ltd.;

D.G. Cowper and R.A. Millar, for the respondents, Woodward's.

This appeal was heard in Vancouver, British Columbia, on February 3, 1993, before Legg, J.A., of the British Columbia Court of Appeal. The decision of the court was delivered by Legg, J.A., in Chambers, on February 10, 1993.