• Marginal note:Body corporate

  (2) The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade.

• Marginal note:Three arbitrators to act

  (3) When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.

Marginal note:Officers and employees

10. The Bank may employ the officers and employees, and may hire the agents or mandataries, advisers and consultants, it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or hiring.

Marginal note:Delegation of powers and specification of duties

11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent or mandatary of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.

Marginal note:Confidentiality

12. All directors, officers and employees of the Bank, and all agents or mandataries, advisers and consultants whose services are engaged by the Bank, must, before commencing their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.

• Marginal note:Other remuneration and expenses

  (4) Officers, employees, agents or mandataries, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.

• Marginal note:Acquiring and dealing with property

  (5) In any circumstances in which the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may

  • (a) purchase or otherwise acquire real or personal property or immovables or movables including accounts receivable; and

Marginal note:Security

• 15. (1) The Bank may

  • (a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;

  • (b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;

  • (c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and

  • (d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.

Marginal note:Agreements

20. The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.

• (d) acquire and dispose of any interest or right in any entity by any means;

• (e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and

Marginal note:Privileged information

• 37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent or mandatary of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.

Marginal note:Capacité

• 15. (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.

• (d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;

• (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or

• Marginal note:Precautions

  (2) A corporation or its agents or mandataries shall take reasonable precautions to

• Marginal note:Validity of unsealed documents

  (2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

• (ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or

• Marginal note:Détention par la filiale des actions d’une société

  (2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas :

• Marginal note:Transfer not void, voidable or null

  (6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).

• (a) holds the shares in the capacity of a personal representative; and

Marginal note:Gift or legacy of shares

37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.

• Marginal note:Acquittement

  (11) Les titres de créance émis, donnés en garantie conformément au paragraphe (12) ou déposés par la société ne sont pas rachetés du seul fait de l’acquittement de la dette en cause.

• Marginal note:Acquisition et réémission de titres de créance

  (12) La société qui acquiert ses titres de créance peut soit les annuler, soit, sous réserve de tout acte de fiducie ou convention applicable, les réémettre ou les donner en garantie de l’exécution de ses obligations existantes ou futures, sous forme d’hypothèque mobilière, de gage ou de nantissement; l’acquisition, la réémission ou le fait de les donner en garantie ne constitue pas l’annulation de ces titres.

• Marginal note:Lien or hypothec on shares

  (2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

• Marginal note:Enforcement of lien or hypothec

  (3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.

• Marginal note:Effect of sale

  (3) If shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.

Marginal note:Notice of defect

• 55. (1) Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even though the security expressly states that a person accepting it admits the notice.

• Marginal note:Limitation of the purchase

  (3) A purchaser acquires rights only to the extent of the interest or right purchased.

• Marginal note:Warranties of broker

  (5) A broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer.

• Marginal note:Ownership of part of fungible bulk

  (3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.

• Marginal note:Remedies

  (3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.

Marginal note:Seizure of security

74. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.

Marginal note:No liability for acts in good faith

75. An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

• (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

• (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

“trustee”

« fiduciaire »

“trustee” means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;

“trust indenture”

« acte de fiducie »

“trust indenture” means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations.

RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS

Marginal note:Functions of receiver or sequestrator

94. A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.

Marginal note:Functions of receiver-manager

95. A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.

Marginal note:Directors’ powers cease

96. If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.

Marginal note:Duty to act

97. A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.

Marginal note:Duty under instrument or act

98. A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.

Marginal note:Duty of care

99. A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall

Marginal note:Directions given by court

100. On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,

• (a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;

• (b) an order determining the notice to be given to any person or dispensing with notice to any person;

• (c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;

• (d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and

• (e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.

• (c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

• Marginal note:Subrogation of director

  (5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is

  • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

  • (b) elsewhere in Canada, entitled to an assignment of the judgment.

• (a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;

• Marginal note:Immunité

  (6) Ni la société ni les personnes agissant en son nom n’engagent leur responsabilité en diffusant une proposition ou un exposé en conformité avec le présent article.

• (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.

• (d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

• b) émettre, réémettre ou vendre les titres de créance de la société ou les donner en garantie sous forme d’hypothèque mobilière, de gage ou de nantissement;

• (e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;

• Marginal note:Publication

  (4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security, fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.

• a) de joindre comme partie à l’instance chaque ancien actionnaire retrouvé par le demandeur;

Marginal note:Information respecting ownership and control

• 235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates

  • (a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

  • (b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.

• Marginal note:Presumption

  (2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if

  • (a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;

  • (b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or

  • (c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.

Marginal note:Solicitor-client privilege or professional secrecy

236. Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

• Marginal note:Exception

  (1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.

• Marginal note:Court approval to discontinue

  (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

Marginal note:Restraining or compliance order

247. If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.

• (iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and

• (i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest or right of each member as member is, subject to subsection 7(3), the same as that of every other member;

• Marginal note:Validity of unsealed documents

  (2) A document executed or, in Quebec, signed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.

• (c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

• Marginal note:Subrogation of director

  (7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is

  • (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

  • (b) elsewhere in Canada, entitled to an assignment of the judgment.

• (f) a statement that there is a charge, lien or hypothec on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative.

Marginal note:Charge, lien or hypothec on investment shares

• 129. (1) Subject to subsection 183(2), the articles may provide that the cooperative has a charge, lien or hypothec on an investment share registered in the name of a shareholder or the personal representative of a shareholder for a debt of the shareholder to the cooperative, including an amount unpaid as of the date a body corporate was continued under this Act, in respect of an investment share issued by it.

• Marginal note:Enforcement

  (2) A cooperative may enforce a charge, lien or hypothec referred to in subsection (1) in accordance with its by-laws.

• (d) the powers of the directors to require disclosure of beneficial ownership of investment shares of the cooperative and the right of the cooperative and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

• Marginal note:Right to proceeds

  (3) A person who owned an investment share that was sold under this section is divested of all interests or rights in the investment share and is entitled to receive only the net proceeds of the sale and any net income on the proceeds.

• c) donner des garanties;

• (ii) shares of, or another interest or right in, an entity that immediately before the exchange, or that because of the exchange, did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act, or

Marginal note:Exception for holding own shares

• 145. (1) A cooperative may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares in itself or in its holding body corporate only if the cooperative, holding body corporate or subsidiary does not have a beneficial interest in the shares.

• (a) the scrip certificates become void or, in Quebec, null if not exchanged for an investment share representing a full investment share before a specified date; and

Marginal note:Agent or mandatary

187. A cooperative may appoint an agent or mandatary to maintain securities registers on its behalf.

Marginal note:Minors

194. If an individual who is less than 18 years of age exercises a right of ownership in a security of a cooperative, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the cooperative.

Marginal note:Incorporation by reference

• 200. (1) The terms of a security include those stated on the security and those incorporated by reference to another instrument or act, Act of Parliament or the legislature of a province, regulation, rule or order to the extent that the incorporated terms do not conflict with those stated on the security.

Marginal note:Limitation of the purchase

211. A purchaser acquires rights only to the extent of the interest or right purchased.

Marginal note:Effect of failure by fiduciary to comply

225. Failure of a fiduciary to comply with the instrument or act that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

• Marginal note:Ownership of part of fungible bulk

  (2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest or right in the fungible bulk.

Marginal note:Seizure of security

235. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.

Marginal note:No liability for acts in good faith

236. An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities.

Marginal note:Obligation d’authentification

245. Les personnes chargées par l’émetteur de reconnaître l’authenticité des valeurs mobilières, notamment les mandataires, les agents de transfert ou les fiduciaires, ont, lors de l’émission, de l’inscription du transfert et de l’annulation d’une valeur mobilière de l’émetteur :

• (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the cooperative or any of its affiliates within two years of the proposed appointment of the person as auditor of the cooperative.

“trustee”

« fiduciaire »

“trustee” means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee.

“trust indenture”

« acte de fiducie »

“trust indenture” means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it.

RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS

Marginal note:Functions of receiver or sequestrator

278. A receiver or sequestrator of any property of a cooperative may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the cooperative.

Marginal note:Functions of receiver-manager

279. A receiver-manager of a cooperative may carry on any business of the cooperative to protect the security interest of those on behalf of whom the receiver-manager is appointed.

Marginal note:Directors’ powers cease

280. If a receiver, receiver-manager or sequestrator is appointed by a court or under an instrument or act, no director shall exercise the directors’ powers that the receiver, receiver-manager or sequestrator is authorized to exercise until the receiver, receiver-manager or sequestrator is discharged.

Marginal note:Directions given by court

282. A court may, on the application of a receiver, receiver-manager or sequestrator appointed by a court or under an instrument or act, or any other interested person, make any order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator that it considers appropriate, including an order

• (a) appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;

• (b) determining the notice to be given to any person or dispensing with notice to any person;

• (c) fixing the remuneration of the receiver, receiver-manager or sequestrator;

• (d) requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom they were appointed, to make good any default in connection with their custody or management of the property and business of the cooperative, or relieving them, or a person by or on behalf of whom they were appointed, from any default on any terms that the court considers appropriate;

• (e) confirming any act of the receiver, receiver-manager or sequestrator; and

• (f) giving directions on any other matter relating to the duties of the receiver, receiver-manager or sequestrator.

• (e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the cooperative;

• Marginal note:Publication

  (4) A liquidator must give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 316, to each member or shareholder and to any person who provided a security, a fidelity bond or fidelity insurance for the liquidation, and must publish the notice in a newspaper published or distributed in the place where the cooperative has its registered office, in any manner set out in the by-laws or as otherwise directed by the court.

• a) joindre comme partie à l’instance chaque ancien membre ou détenteur de parts de placement que le demandeur a retrouvé;

Marginal note:Membership shares included

• 335. (1) For the purposes of this section, a security includes a membership share or an interest or right in one.

• Marginal note:Information respecting ownership and control

  (2) If the Director is satisfied that, for the purposes of Part 9 or 10 or for the purposes of enforcing any regulation made under section 130, there is reason to inquire into the ownership or control of a security of a cooperative or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to the Director or to any designated person,

  • (a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

  • (b) the names and addresses of the persons who have or have had such an interest or right and of any person who acts or has acted in relation to the security on behalf of such persons.

• Marginal note:Deemed interest or right in securities

  (3) For the purposes of subsection (2), a person is deemed to hold an interest or right in a security if

  • (a) in the case of a membership share, the person is or is entitled to be entered in the records of the cooperative as the owner of the membership share; and

  • (b) in the case of an investment share,

    • (i) the person has a right to vote or to acquire or dispose of the investment share or an interest or right in it,

    • (ii) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the investment share, or

    • (iii) any other person with an interest or right in the investment share can be required or is accustomed to exercise rights or privileges attached to it in accordance with that person’s instructions.

Marginal note:Solicitor-client privilege or professional secrecy

336. Nothing in this Part may be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

• Marginal note:Exception

  (1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.

• Marginal note:Court approval to discontinue

  (2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court considers appropriate.

Marginal note:Restraining or compliance order

346. If a cooperative or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a cooperative does not comply with this Act, the regulations, the articles, the by-laws or a unanimous agreement, a complainant or the Director may, in addition to any other right, apply to a court for an order directing any such person to comply with or restraining them from acting in breach of it. On the application, the court may order compliance and make any further order it thinks fit.

• Marginal note:Execution or signature of documents

  (4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or, in Quebec, signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

• (iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent or mandatary, and

“product”

« produit »

“product” means any article that is or may be the subject of trade or commerce but does not include land or any interest or right in land;

• Marginal note:Criminal liability of officers, etc., of corporations

  (3) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

Marginal note:Offence by employee or agent or mandatary

• 21. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.

• Marginal note:Restrictions

  (5) No person who is an accredited meter verifier or a seller of electricity, gas or meters or who is employed by or is the agent or mandatary of an accredited meter verifier or a seller of electricity may be appointed or designated under this section or act as a person so appointed or designated.

• Marginal note:Officers, etc., of corporations

  (2) If a contractor or corporation commits an offence under this Act, any officer, director or agent or mandatary of the contractor or corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the contractor or corporation has been prosecuted or convicted.

Marginal note:Authority to expropriate

• 4. (1) Any interest in land or immovable real right, including any of the interests or rights mentioned in sections 7 and 7.1, that, in the opinion of the Minister, is required by the Crown for a public work or other public purpose may be expropriated by the Crown in accordance with the provisions of this Part.

Marginal note:Notice of intention to expropriate

• 5. (1) If, in the opinion of the Minister, any interest in land or immovable real right is required by the Crown for a public work or other public purpose, the Minister may request the Attorney General of Canada to register a notice of intention to expropriate the interest or right, signed by the Minister, setting out

  • (a) a description of the land;

  • (b) the nature of the interest or right intended to be expropriated and whether the interest or right is intended to be subject to any existing interest in land or immovable real right;

  • (c) an indication of the public work or other public purpose for which the interest or right is required; and

  • (d) a statement that it is intended that the interest or right be expropriated by the Crown.

• Marginal note:Registration of notice

  (2) On receiving from the Minister a request to register a notice of intention described in this section, the Attorney General of Canada shall cause the notice, together with a plan of the land to which the notice relates, to be registered in the office of the registrar for the county, district or registration division in which the land is situated, and, after causing any investigations and searches to be made respecting the state of the title to the land that appear to him or her to be necessary or desirable, the Attorney General of Canada shall provide the Minister with a report setting out the names and latest known addresses, if any, of the persons appearing to have any estate, interest or right in the land, so far as he or she has been able to ascertain them.

• Marginal note:Further indication of public purpose

  (3) If, in the opinion of the Minister, the interest or right to which a notice of intention described in this section relates is required by the Crown for a purpose related to the safety or security of Canada or a state allied or associated with Canada and it would not be in the public interest to indicate that purpose, a statement in the notice to the effect that the interest or right is required by the Crown for such a purpose is sufficient compliance with paragraph (1)(c) without any other indication.

• Marginal note:Further indication of public purpose — additional information

  (4) Subject to subsection (3), the Minister shall, for the purposes of sections 9 and 10 and to the extent that it appears to him or her practicable and in the public interest to do so, make available to any person on request any additional information that is available to the Minister with respect to the public work or other public purpose for which the interest or right to which a notice registered under this section relates is required by the Crown.

Marginal note:Error, etc., in notice or plan

• 6. (1) If a notice or plan registered under section 5 contains any omission, misstatement or erroneous description, a corrected notice or plan may be registered and will be deemed to relate back to the day the original notice or plan was registered.

• Marginal note:Validity of notice — nature of the interest or right

  (2) A notice registered under section 5 is not invalid by reason only that it does not set out the nature of the interest or right intended to be expropriated and, in that case, the interest or right intended to be expropriated includes all the interests in the land or immovable real rights to which the notice relates.

• Marginal note:Validity of notice — existing interest in land or immovable real right

  (3) A notice registered under section 5 is not invalid by reason only that it does not set out whether the interest or right intended to be expropriated is intended to be subject to an existing interest in land or immovable real right to which the notice relates, and, if it does not do so, the interest or right intended to be expropriated is not subject to that existing interest or right.

• Marginal note:Provincial lands

  (4) If it appears to the Attorney General of Canada that any land, interest in land or immovable real right to which a notice registered under section 5 relates belongs to Her Majesty in right of any province, he or she shall immediately cause the attorney general of the province to be notified of the registration and its particulars.

Marginal note:Nature of interests that may be set out in notice — provinces other than Quebec

7. In Canada elsewhere than in Quebec, a notice of intention may set out, as the nature of the interest intended to be expropriated, any estate or interest in land, including, without restricting the generality of the foregoing,

• (a) an interest limited as to time or by condition or otherwise;

• (b) an easement, profit or other servitude;

• (c) any right to, over or in respect of land that might be conferred by the owner of the land, whether or not that right, if conferred by the owner, could be asserted against a subsequent owner of the land;

• (d) any restriction on the use of land that might be assumed by covenant or other agreement, whether or not that restriction, if assumed by the owner of the land, could be asserted against a subsequent owner thereof; and

• (e) the exclusive possession of land for a limited time or for a definite or indefinite period, subject to any conditions or limitations that may be specified in the notice.

Marginal note:Nature of rights that may be set out in notice — Quebec

7.1 In Quebec, a notice of intention may set out, as the nature of the right intended to be expropriated, any immovable real right.

Marginal note:Objections

9. Any person who objects to the intended expropriation of an interest in land or immovable real right to which a notice of intention relates may, within 30 days after the day on which the notice is given, serve on the Minister an objection in writing stating the name and address of that person and indicating the nature of the objection, the grounds on which the objection is based and the nature of the interest of that person in the matter of the intended expropriation.

• Marginal note:If more limited interest or right only required

  (3) Whenever, at the time of confirming an intention to expropriate an interest in land or immovable real right, the Minister is of the opinion that a more limited interest or right is required by the Crown for a public work or other public purpose, the Minister may confirm the intention to expropriate the more limited interest or right, in which case the Minister shall be deemed to have abandoned the intention to expropriate the remainder of the interest in land or immovable real rights.

Marginal note:Notice of abandonment of intention

• 12. (1) If the Minister has abandoned an intention to expropriate an interest in land or immovable real right otherwise than by confirming an intention to expropriate a more limited interest or right in it, the Minister shall immediately cause a notice of abandonment of the intention to be sent

  • (a) to each of the persons then appearing to have any estate, interest or right in the land, so far as the Attorney General of Canada has been able to ascertain them, and each other person who served an objection on the Minister under section 9; and

  • (b) to the Attorney General of Canada, who shall immediately confirm the abandonment by causing the notice to be registered in the office of the registrar where the notice of intention was registered.

• Marginal note:Right of owner or holder if abandonment of intention

  (2) If an intention to expropriate an interest in land or immovable real right, or the remainder of the interest or rights, has been abandoned, compensation in accordance with this Part shall be paid by the Crown to any person who was the owner or holder of the interest or right or of the remainder of the interest or rights at the time when the notice of intention was registered.

Marginal note:Copy of report and reasons to be sent on request

13. If the Minister, after receiving and considering a report of a hearing officer appointed to conduct a public hearing with respect to an objection served on the Minister by any person under section 9, has confirmed an intention to expropriate an interest in land or immovable real right, or a more limited interest or right in it, in the manner provided in section 14, the Minister shall, at the written request of the person who served the objection, provide that person with a copy of the report of the hearing officer and, if effect was not given to the objection, a statement of the reasons that the Minister had for not giving it effect.

Marginal note:Notice of confirmation of intention

• 14. (1) The Minister may confirm an intention to expropriate an interest in land or immovable real right to which a notice of intention relates, or a more limited interest or right in the land, by requesting the Attorney General of Canada to register a notice of confirmation, signed by the Minister, setting out,

  • (a) if the interest or right expropriated is the same as the interest or right to which the notice of intention relates, a statement that the intention to expropriate that interest or right is confirmed; or

  • (b) if the interest or right expropriated is a more limited interest or right than the interest or right to which the notice of intention relates, a statement that the intention to expropriate the interest or right to which the notice of intention relates is confirmed except as expressly specified in the statement.

Marginal note:Effect of registration of notice

15. On the registration of a notice of confirmation,

• (a) the interest or right confirmed to be expropriated becomes and is absolutely vested in the Crown; and

• (b) any other estate, interest or right is, as against the Crown or any person claiming on behalf of or under the direction of the Crown, thereby lost to the extent that the estate, interest or right is inconsistent with the interest or right confirmed to be expropriated.

Marginal note:Copies to be sent and offer of full compensation to be made

• 16. (1) When a notice of confirmation has been registered, the Minister shall,

  • (a) immediately after the registration of the notice, cause a copy of the notice to be sent to each of the persons then appearing to have any estate, interest or right in the land, so far as the Attorney General of Canada has been able to ascertain them, and each other person who served an objection on the Minister under section 9; and

  • (b) within 90 days after the day on which the notice is registered, or, if at any time before the expiration of those 90 days an application has been made under section 18, within the later of

    • (i) 90 days after the day on which the notice is registered, or

    • (ii) 30 days after the day on which the application is finally disposed of,

    make to each person who is entitled to compensation under this Part, in respect of an expropriated interest or right to which the notice of confirmation relates, an offer in writing of compensation, in an amount estimated by the Minister to be equal to the compensation to which that person is then entitled under this Part in respect of that interest or right, not conditional on the provision by that person of any release or releases and without prejudice to the right of that person, if the person accepts the offer, to claim additional compensation in respect thereof.

• Marginal note:If delay in offer

  (2) If, in any case, it is not practicable for the Minister to make an offer of compensation under this section in respect of an expropriated interest or right within the applicable period described in paragraph (1)(b), the Minister shall make such an offer as soon as practicable after the expiration of that period and in any event before any compensation is adjudged by the Court to be payable under this Part in respect of that interest or right, in which case, interest as described in subsection 36(4) is payable in addition to any other interest payable under section 36 to the person entitled to compensation in respect of that interest or right.

• Marginal note:Offer to be based on written appraisal

  (3) An offer of compensation made to a person under this section in respect of an expropriated interest or right shall be based on a written appraisal of the value of that interest or right, and a copy of the appraisal shall be sent to that person at the time of the making of the offer.

• Marginal note:Statements to be included in copy of notice and in offer

  (4) There shall be included in any copy of a notice of confirmation sent to any person as described in paragraph (1)(a) a statement of the provisions of section 29 as that section applies to them, and there is to be included in any offer in writing sent to any person as described in paragraph (1)(b) a statement to the effect that the offer is not conditional on them providing any release or releases and is made without prejudice to their right, if the offer is accepted, to claim additional compensation in respect of the expropriated interest or right.

Marginal note:Right of Crown to physical possession

• 19. (1) Despite section 15, the Crown becomes entitled to take physical possession or make use of any land to which a notice of confirmation relates, to the extent of the expropriated interest or right, only at such of the following times as is applicable:

  • (a) at the time of the registration of the notice of confirmation, if at that time no other person who was the owner or holder of an interest or right in the land immediately before the registration of the notice of confirmation is in occupation of the land;

  • (b) at such time, if any, after the registration of the notice of confirmation as physical possession or use of the land to the extent of the expropriated interest or right is given up to the Crown without any notice under paragraph (c) having been sent to the persons described in that paragraph; or

  • (c) in any other case, at any time after the registration of the notice of confirmation that

    • (i) the Minister has sent a notice to each of the persons appearing to have had any estate, interest or right in the land at the time of the registration of the notice of confirmation, so far as the Attorney General of Canada has been able to ascertain them, or, if an application has been made under section 18 and has been finally disposed of, to each of the persons adjudged to have had an estate, interest or right in the land immediately before the registration of the notice of confirmation, that physical possession or use is required by the Crown on and after the expiration of any period that is specified in the notice, being not less than 90 days after the day on which the notice is sent to each of those persons, and either that period has expired or physical possession or use has been given up to the Crown before the expiration of that period, and

    • (ii) the Minister has made an offer under section 16 to each of the persons then entitled to compensation under this Part in respect of an expropriated interest or right.

• Marginal note:If possession by Crown urgently required

  (2) If, at any time before or after a notice of confirmation has been registered, the Governor in Council is of the opinion that the physical possession or use by the Crown of the land to which the notice relates to the extent of the expropriated interest or right or interest or right intended to be expropriated is, by reason of special circumstances, urgently required, the Governor in Council may direct

  • (a) that there be substituted for the 90 days referred to in paragraph (1)(c) any lesser number of days that in his or her opinion the circumstances require; or

  • (b) if an application has been made under section 18 but has not been finally disposed of, that physical possession or use may be taken or made by the Crown despite the fact that no offer has then been made under section 16.

Marginal note:Intention to abandon expropriation — right of election to accept or reject abandonment

• 20. (1) If, at any time before any compensation is paid in respect of an expropriated interest or right, the Minister is of the opinion that the interest or right is not or is no longer required by the Crown for a public work or other public purpose, or that a more limited interest or right only is so required, the Minister may give notice that he or she intends to abandon the interest or right or the remainder of the interest or rights, as the case may be, by causing a copy of the notice to be sent to each of the persons mentioned in paragraph 19(1)(c), each of whom may, within 30 days after the day a copy of the notice was sent to them, serve on the Minister a notice in writing that they elect to

  • (a) accept the abandonment, and have the interest or right or the remainder of the interest or rights revest in them to the extent that the abandonment would operate so that the interest or right or the remainder would revest in them; or

  • (b) reject the abandonment.

• Marginal note:If election to accept abandonment

  (2) If each of the persons to whom a notice is sent under subsection (1) serves a notice on the Minister under that subsection that they elect to accept the abandonment, the Minister may cause a notice of abandonment of the expropriated interest or right or the remainder of the interest or rights, as the case may be, to be sent to each of those persons and to the Attorney General of Canada, who shall immediately confirm the abandonment by causing the notice to be registered in the office of the registrar where the notice of confirmation was registered.

Marginal note:Effect of confirmation of abandonment

21. If an expropriated interest or right or the remainder of the interest in land or immovable real rights is confirmed to be abandoned, the expropriated interest or right then revests in the persons from whom it was taken or the persons entitled to claim on their behalf or under their direction, or the land revests in those persons subject to the more limited interest or right in the land retained by the Crown, as the case may be.

Marginal note:Duties of registrar

22. Every registrar shall receive and permanently preserve in their office any notices and plans that the Attorney General of Canada causes to be registered under this Part, and shall endorse on the notices and plans the day, hour and minute when they were received as the time of registration and make any entries in the records or registers that will make their registration public.

• (b) it shall be deemed that

  • (i) all of the interests or rights to which a notice of intention relates are,

  • (ii) a more limited interest or right only to which a notice of confirmation relates is, or

  • (iii) an interest or right stated in a notice of abandonment to be abandoned or the remainder of the interest or rights, as the case may be, is not or is no longer,

  in the opinion of the Minister required by the Crown for a public work or other public purpose; and

• (c) it shall be deemed that, on being caused to be registered by the Attorney General of Canada in the office of the registrar where a notice of intention to expropriate an interest in land or immovable real right was registered, a document purporting to be a notice of confirmation of the intention to expropriate that interest or right or a more limited interest or right only in the land is a notice of confirmation of that intention then registered in accordance with this Part.

Marginal note:Right to compensation

• 25. (1) Compensation is to be paid by the Crown to each person who, immediately before the registration of a notice of confirmation, was the owner or holder of an estate, interest or right in the land to which the notice relates, to the extent of their expropriated interest or right, the amount of which compensation is equal to the aggregate of

  • (a) the value of the expropriated interest or right at the time of its taking, and

  • (b) the amount of any decrease in value of the remaining property of the owner or holder, as determined under section 27.

• Marginal note:Time as of which value to be determined

  (2) For the purposes of this section and sections 26 and 27, the time of the taking of an expropriated interest or right is,

  • (a) if an election is made under subsection (3) by the owner or holder of the interest or right, the time specified by the owner or holder in their election; and

  • (b) in any other case, the time when the notice of confirmation was registered.

• Marginal note:Election to have the value of the interest or right determined

  (3) If no copy of a notice of confirmation was sent to a person whose name is set out in the report of the Attorney General of Canada referred to in subsection 5(2) or who served an objection on the Minister under section 9 until a time more than 90 days after the day on which the notice is registered, that person may, at any time before any compensation is paid to them in respect of any expropriated interest or right of which they were the owner or holder immediately before the registration of the notice of confirmation, elect to have the value of the interest or right determined, as specified by them in their election, at either

  • (a) the time when the notice of confirmation was registered; or

  • (b) the time when the copy of the notice of confirmation was sent to them.

Marginal note:Rules for determining value

• 26. (1) The rules set out in this section shall be applied in determining the value of an expropriated interest or right.

• Marginal note:Market value defined

  (2) Subject to this section, the value of an expropriated interest or right is its market value, being the amount that would have been paid for the interest or right if, at the time of its taking, it had been sold in the open market by a willing seller to a willing buyer.

• Marginal note:If owner or holder required to give up occupation

  (3) If the owner or holder of an expropriated interest or right was in occupation of any land at the time the notice of confirmation was registered and, as a result of the expropriation, it has been necessary for them to give up occupation of the land, the value of the expropriated interest or right is the greater of

  • (a) the market value of that interest or right determined as set out in subsection (2), and

  • (b) the aggregate of

    • (i) the market value of that interest or right determined on the basis that the use to which the expropriated interest or right was being put at the time of its taking was its highest and best use, and

    • (ii) the costs, expenses and losses arising out of or incidental to the owner’s or holder’s disturbance, including moving to other premises, but if those costs, expenses and losses cannot practically be estimated or determined, there may be allowed in their place a percentage, not more than 15, of the market value determined as set out in subparagraph (i),

    plus the value to the owner or holder of any element of special economic advantage to them arising out of or incidental to their occupation of the land, to the extent that no other provision is made by this paragraph for the inclusion of that element in determining the value of the expropriated interest or right.

• Marginal note:If Crown has taken physical possession of land

  (4) If the Crown has taken physical possession or made use of the land referred to in subsection (3) on the expiration of a period of notice to the owner or holder shorter than the 90 days mentioned in paragraph 19(1)(c), there shall be added to the value of the expropriated interest or right otherwise determined under this section an additional amount equal to 10 per cent of that value.

• Marginal note:If specially designed building erected on land

  (5) Despite subsection (3), if any parcel of land to which a notice of confirmation relates had any building or other structure erected on it that was specially designed for use for the purpose of a school, hospital, municipal institution or religious or charitable institution or for any similar purpose, the use of which building or other structure for that purpose by the owner or holder has been rendered impracticable as a result of the expropriation, the value of the expropriated interest or right is, if that interest or right was and, but for the expropriation, would have continued to be used for that purpose and at the time of its taking there was no general demand or market for that interest or right for that purpose, the greater of

  • (a) the market value of the expropriated interest or right determined as set out in subsection (2), and

  • (b) the aggregate of

    • (i) the cost of any reasonably alternative interest in land or immovable real right for that purpose, and

    • (ii) the cost, expenses and losses arising out of or incidental to moving to and re-establishment on other premises, but if those costs, expenses and losses cannot practically be estimated or determined, there may instead be allowed a percentage, not exceeding 15, of the cost referred to in subparagraph (i),

    minus the amount by which the owner or holder has improved, or may reasonably be expected to improve, their position through re-establishment on other premises.

• Marginal note:If Crown has taken physical possession of land

  (6) If the Crown has taken physical possession or made use of the parcel of land referred to in subsection (5) on the expiration of a period of notice to the owner or holder shorter than the 90 days mentioned in paragraph 19(1)(c), there shall be added to the value of the expropriated interest or right otherwise determined under this section an additional amount equal to 10 per cent of that value.

• Marginal note:Additional factors

  (7) For the purposes of subparagraphs (3)(b)(ii) and (5)(b)(ii), consideration shall be given to the time and circumstances in which a former owner or holder was allowed to continue in occupation of the land after the Crown became entitled to take physical possession or make use of it, and to any assistance given by the Minister to enable the former owner or holder to seek and obtain alternative premises.

• Marginal note:Land used for residence

  (8) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, being used by its owner or holder for the purposes of their residence and the value of the interest or right otherwise determined under this section is less than the minimum amount sufficient to enable the owner or holder, at the earlier of

  • (a) the time of payment to them of any compensation in respect of the interest or right, otherwise than pursuant to any offer made to them under section 16, and

  • (b) the time when the Crown became entitled to take physical possession or make use of the land to the extent of the expropriated interest or right,

  to relocate their residence in or on premises reasonably equivalent to the premises expropriated, there shall be added to the value of the interest or right otherwise determined under this section the amount by which that minimum amount exceeds that value.

• Marginal note:Moving and relocation expenses of lessee

  (9) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, owned or held by a lessee, there shall be substituted for the amount determined under subparagraph (3)(b)(ii) or (5)(b)(ii), or the amount by which the minimum amount referred to in subsection (8) exceeds the value of the interest or right referred to in the notice of confirmation otherwise determined under this section, as the case may be, any part of that amount that is appropriate having regard to

  • (a) the length of the term of the lease and the portion of the term remaining at the time at which the determination is relevant;

  • (b) any right or reasonable prospect of renewal of the term that the lessee had; and

  • (c) any investment in the land by the lessee and the nature of any business carried on by them on the land.

• Marginal note:Land subject to security interest or real security

  (10) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, subject to an interest in land or immovable real right held by its owner or holder as security only, in this subsection called a “security interest” or, in Quebec, a “real security”,

  • (a) the value of the expropriated interest or right is the aggregate of

    • (i) the value of the interest or right determined under this section as though it had not been subject to any security interest or real security, and

    • (ii) the amount of any loss or anticipated loss to the owner or holder of the expropriated interest or right resulting from a difference in rates of interest during the remainder of the period for which any principal amount payable under the terms of the security was advanced, that difference to be calculated on the basis of an assumed rate of interest not greater than the prevailing rate of interest for an equivalent security, to the extent that no other provision is made by this section for the inclusion of an amount in respect of the loss or anticipated loss in determining the value of the expropriated interest or right,

    less the value of each security interest or real security to which the expropriated interest or right was subject, determined as provided in paragraph (b) but as though no amount were included by virtue of subparagraph (b)(ii);

  • (b) the value of the security interest or real security is the aggregate of

    • (i) the principal amount outstanding under the terms of the security, and any interest due or accrued under those terms, at the time of the registration of the notice of confirmation, and

    • (ii) an amount equal to three times the interest element, calculated as a monthly amount, of any payment of interest or of principal and interest payable under the terms of the security at the rate in effect under the terms of the security immediately before the registration of the notice of confirmation,

    and if the expropriated interest or right was subject to more than one security interest or real security, the value of each security interest or real security is to be determined in the order of its rank but in no case is the value of any security interest or real security to which an expropriated interest or right was subject to exceed the value of the expropriated interest or right otherwise determined under this section as though it had not been subject to any security interest or real security, less the value of each other security interest or real security the value of which is required by this subsection to be determined in accordance with its ranking; and

  • (c) if part only of the interest or a more limited right that was subject to a security interest or real security was expropriated, the value of the security interest or real security is that proportion of its value otherwise determined under this subsection as though the whole of the interest or a less limited right subject to the security interest or real security had been expropriated, that

    • (i) the value of the part only of the interest or a more limited right, otherwise determined under this subsection as though it had not been subject to any security interest or real security,

    is of

    • (ii) the value of the whole of the interest or a less limited right otherwise determined under this subsection as though it had not been subject to any security interest or real security

    less the same proportion of the interest element of any payment made under the terms of the security, between the time of the registration of the notice of confirmation and the time of payment of any compensation in respect of the security interest or real security otherwise than pursuant to any offer made to its owner or holder under section 16.

• Marginal note:Factors not to be taken into account

  (11) In determining the value of an expropriated interest or right, no account is to be taken of

  • (a) any anticipated or actual use by the Crown of the land at any time after the expropriation;

  • (b) any value established or claimed to be established by or by reference to any transaction or agreement involving the lease or disposition of the interest or right, or any part of the interest or a more limited right, where the transaction or agreement was entered into after the registration of the notice of intention to expropriate;

  • (c) any increase or decrease in the value of the interest or right resulting from the anticipation of expropriation by the Crown or from any knowledge or expectation, before the expropriation, of the public work or other public purpose for which the interest or right was expropriated; or

  • (d) any increase in the value of the interest or right resulting from its having been put to a use that was contrary to law.

Marginal note:Decrease in value of remaining property where severance

• 27. (1) The amount of the decrease in value, if any, of the remaining property of an owner or holder is the value of all of their interests in land or immovable real rights immediately before the time of the taking of the expropriated interest or right, determined as provided in section 26, minus the aggregate of

  • (a) the value of the expropriated interest or right, and

  • (b) the value of all their remaining interests in land or immovable real rights immediately after the time of the taking of the expropriated interest or right.

• Marginal note:Factors to consider in determining change in value of remaining property

  (2) For the purpose of paragraph (1)(b), the value of the owner’s or holder’s remaining interests in land or immovable real rights immediately after the time of the taking of the expropriated interest or right is to be determined as provided in section 26, except that, in determining that value, account is to be taken of any increase or decrease in the value of any remaining interests in land or immovable real rights that immediately before the registration of the notice of confirmation were held by the owner or holder together with the expropriated interest or right, resulting from the construction or use or anticipated construction or use of any public work on the land to which the notice relates or from the use or anticipated use of that land for any public purpose.

Marginal note:Additional factors to be taken into account

• 28. (1) The fact of

  • (a) an abandonment or revesting under this Part of an interest in land or an immovable real right or of the remainder of the interest or rights, or

  • (b) any undertaking given on behalf of the Crown by the Minister, or by any other person within the scope of the Minister’s authority, to make any alteration, construct any work or grant or concede or transfer any other land or interest in land or immovable real right,

  shall be taken into account, in connection with all other circumstances of the case, in determining the amount to be paid to any person claiming compensation for an expropriated interest or right.

• Marginal note:Compensation payable if intention to expropriate abandoned

  (2) If an intention to expropriate an interest in land or immovable real right or the remainder of the interest or rights has been abandoned, the compensation payable by the Crown to its owner or holder is the amount of any actual loss sustained by the owner or holder, after the time when the notice of intention was registered and before the time when the abandonment of the intention, or the intention to expropriate a more limited interest or right, as the case may be, was confirmed, in consequence of the registration

  • (a) of the notice of intention, if the intention to expropriate the interest or right has been abandoned; or

  • (b) of the notice of intention in so far as that notice relates to the remainder of the interest or rights, if the intention to expropriate the remainder has been abandoned.

• Marginal note:Judgment as bar to further claims

  (5) A judgment, whether by consent, default or otherwise, in any proceedings under this section or section 31 bars all further claims of the parties and of any persons claiming on their behalf or under their direction, including any claim in respect of dower or of dower not yet open or in respect of any mortgage, hypothec or other right, and the Court shall declare the amount of compensation payable and make any order for the distribution, payment or investment of any compensation money, and for the securing of the rights of all persons interested, that may be necessary.

Marginal note:Character of compensation

• 33. (1) Any compensation agreed to be payable or the compensation adjudged by the Court under this Part to be payable in respect of an expropriated interest or right stands in lieu of the interest or right.

• Marginal note:Effect of payment in case of security interest or real security

  (2) Any compensation agreed to be payable or the compensation adjudged by the Court under this Part to be payable in respect of a security interest or real security described in subsection 26(10) is, for all purposes as between the owner or holder of the interest or right, subject to the security interest or real security and the owner or holder of the security interest or real security, to be deemed to discharge any liability, under the terms of the security, of the owner or holder of the interest or right, subject to the security interest or real security, to the extent of the compensation so agreed or adjudged to be payable, and, if any amount or proportion of any amount described in subparagraph 26(10)(b)(ii) is included in the compensation, to be in full satisfaction of any notice or bonus required under the terms of the security in respect of its prepayment resulting from the expropriation.

Marginal note:Crown in position of purchaser

34. If any compensation in respect of an expropriated interest or right has been paid to a person of whose right to claim compensation the Crown had notice at the time of payment, no compensation is payable to another person, whether that other person’s interest or right is derived from the person to whom compensation has been paid or otherwise, if under the law of the province in which the land is situated the interest or right giving rise to the claim to compensation of that other person would have been void or, in Quebec, null or unenforceable against the Crown had the Crown, at the time the notice of intention was registered, been a purchaser of the expropriated interest or right.

Marginal note:Set-off and recovery of excess compensation

35. If any compensation has been paid to a person in respect of an expropriated interest or right pursuant to an offer made to them under section 16, the amount so paid to that person is to be deducted from the amount of the compensation adjudged by the Court under this Part to be payable to them in respect of that interest or right, and when the paid amount exceeds the amount so adjudged to be payable, the excess constitutes a debt due to the Crown and may be recovered by the Crown in any court of competent jurisdiction.

“compensation”

« indemnité »

“compensation” means the amount adjudged by the Court under this Part to be payable in respect of an expropriated interest or right;

Marginal note:Entry for inspection appraisal

• 37. (1) If a notice of intention has been registered, any person authorized in writing in that behalf by the Minister may, at any reasonable time on notice to a person in occupation of the land to which the notice relates, enter on the land for the purpose of making any inspection of the land that they are authorized by this Part to make, or for the purpose of making an appraisal of the value of the land or any interest in land or immovable real right.

Marginal note:Warrant for possession

• 38. (1) When the Minister, or a person acting for the Minister, is prevented from entering on or taking physical possession or making use of any land to the extent of any expropriated interest or right under this Part, a judge of the Court or any judge of a superior court of a province may, on proof of the expropriation and, when required, of the right of the Crown to take physical possession or make use of it, and after notice to show cause given in any manner and to any persons who shall be parties to the proceedings that the judge prescribes, issue a warrant in accordance with the form set out in the schedule to the appropriate sheriff directing that the Minister, or a person authorized to act for the Minister, be put in physical possession of the land to the extent of the expropriated interest or right.

• Marginal note:Costs payable by the Crown

  (2) If the amount of the compensation adjudged under this Part to be payable to a party to any proceedings in the Court under sections 31 and 32 in respect of an expropriated interest or right does not exceed the total amount of any offer made under section 16 and any subsequent offer made to the party in respect of that interest or right before the commencement of the trial of the proceedings, the Court shall, unless it finds the amount of the compensation claimed by the party in the proceedings to have been unreasonable, direct that the whole of the party’s costs of and incident to the proceedings be paid by the Crown, and if the amount of the compensation so adjudged to be payable to the party exceeds that total amount, the Court shall direct that the whole of the party’s costs of and incident to the proceedings, determined by the Court on a solicitor and client basis, be paid by the Crown.

“dealer”

« commerçant »

“dealer” means a person who is a manufacturer or an importer of any article to which this Act applies and any person who traffics by wholesale or retail in any such article and includes any director, manager, officer or agent or mandatary of that person;

Marginal note:Defective letters patent or documents

• 3. (1) If letters patent under the Great Seal, other than letters patent that grant or concede lands, or documents under the Privy Seal of the Governor General or person administering the Government of Canada, have been issued to or in the name of the wrong person, or contain any clerical error or misnomer or wrong description of any material fact, the Registrar General of Canada, when authorized by the Governor in Council, may direct that the defective letters patent or documents be cancelled, that a minute of the cancellation be entered in the margin of the registry of the original letters patent or other documents and that correct letters patent under the Great Seal or documents under the Privy Seal be issued in their place.

• Marginal note:Effect

  (2) Correct letters patent or documents issued under subsection (1) relate back to the date of those cancelled.

• (b) acquire and hold real property or immovables or any interest or right in them and dispose of that real property or those immovables or interest or right at pleasure;

• (c) acquire any money, securities or other property by gift, bequest or otherwise, and expend, administer or dispose of any such money, securities or other property, subject to the terms, if any, on which the acquisition is made;

Marginal note:Offence by employee or agent or mandatary

• 13. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.

Marginal note:Unlawful disposition of devices

• 26. (1) Every dealer is guilty of an offence who sells or otherwise disposes of, or leases, any device that

• Marginal note:Officers, etc., of corporations

  (3) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

Marginal note:Offence by employee or agent or mandatary

• 37. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.

• Marginal note:Expropriation Act

  (1.2) Land or an interest in land in respect of which the Minister has granted permission under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or an immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the person to whom the Minister granted permission.

• Marginal note:Expropriation Act

  (3) Land or real property or an interest in land the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company.

• Marginal note:Expropriation Act

  (3) An interest in land the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or an immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the Commission.

Marginal note:Expropriation

12. If a person requires an interest in land or an immovable real right within the meaning of section 2 of the Expropriation Act, for the purposes of the construction or alteration of an international bridge or tunnel and has unsuccessfully attempted to purchase the interest in land or the immovable real right, the person may request the Minister to have the Minister of Public Works and Government Services have the interest in land or the immovable real right expropriated by the Crown and section 4.1 of that Act applies to that person, with any modifications that are necessary, as if the person were a railway company.