Citation: 2009 TCC 408
Date: 20090819
Docket: 2007-2659(IT)G
BETWEEN:
EKAMANT CANADA INC.,
Appellant,
and
HER MAJESTY THE QUEEN,
Respondent.
[OFFICIAL ENGLISH
TRANSLATION]
REASONS FOR JUDGMENT
Archambault J.
[1]
Ekamant Canada Inc. ("Ekamant")
is appealing from a decision of the Minister of National Revenue ("the Minister")
disallowing, in respect of the taxation years 2000 through 2003 ("the
relevant period"), the small business deduction provided for in
section 125 of the Income Tax Act ("the Act"). The
Minister's position is that Ekamant was not a Canadian-controlled private
corporation within the meaning of subsection 125(7) of the Act. The
following are the factual assumptions on which the Minister's assessment is
based:
[TRANSLATION]
7. . . .
(a)
The Appellant, Ekamant Canada Inc., is an
operating corporation based in Canada. (admitted)
(b)
Since March 18, 1996, the Appellant's common voting
shares have been held as follows: (admitted)
Robert Côté 25%
Bruce Fuchs 25%
Phyllis Fuchs 25%
Herman Fuchs 25%
(c)
Robert Côté is a Canadian resident, but the
other three shareholders reside in the United States of America. (admitted)
(d)
The three American shareholders are members of
the same family. (admitted)
(e)
The three American shareholders collectively
hold 75% of the voting shares of the Appellant. (admitted)
(f)
The three American shareholders are collectively
entitled to 75% of the declared dividends. (denied)
(g)
Nearly half the purchases made by the Appellant
during the years in issue were made from Ekamant U.S., a corporation owned by
one of the Appellant's American shareholders. (admitted)
(h)
Robert Côté did not show that he exercised de
facto control over the appellant corporation. (denied)
[2]
Robert Côté was the
only person to testify at the hearing. He set out the circumstances under which
he became a shareholder of Ekamant. That corporation was incorporated on
April 1, 1992 (see Exhibit A‑3) under the Canada
Business Corporations Act (CBCA). Formerly, a Swedish company had owned a
Canadian company whose business was the sale of abrasives for the furniture
industry. Apparently, the financial situation of that company was precarious.
Herman Fuchs, a manufacturer's agent who lived in the U.S.
and was the Swedish company's North American representative, decided to take over
the business of its Canadian subsidiary and so incorporated Ekamant.
[3]
Negotiations were
undertaken with Robert Côté with a view to getting him to operate the business.
However, he was not interested in such a venture unless he could be a
shareholder of the corporation. An agreement was ultimately reached in
1994, and Mr. Côté became a shareholder of Ekamant. According to Mr. Côté,
the agreement with Mr. Fuchs provided that he could become the sole
shareholder of Ekamant as soon as an amount of roughly $600,000, owed to
Mr. Fuchs's company, Ekamant USA, with regard to outstanding accounts, was
paid. In addition, Mr. Fuchs apparently advanced about $100,000 to
Ekamant. According to Mr. Côté, Ekamant still owed Mr. Fuchs $55,000 on
that advance at the time of the hearing.
[4]
Unfortunately, the agreement
regarding this purchase option was only an oral one. No witnesses were
called to corroborate what Mr. Côté said. However, Mr. Côté asserts
that in 2007 Ekamant paid Ekamant USA the amounts owing
with respect to the invoices and therefore became the owner of all shares held
by the Fuchs family. He says that he was unable to purchase the Ekamant shares
before 2007 because of the financial problems Ekamant had been faced with in the
1990s. Turning the business around required a great deal of effort. However, no
documentary evidence was adduced to confirm that Mr. Côté had held all
these shares since 2007. The register of shareholders, tendered as
Exhibit I‑1, does not show these transfers to Mr. Côté. Neither
does the CIDREQ business registry printout dated June 7, 2007 (Exhibit A-3).
[5]
Mr. Côté says that he
told Mr. Fuchs he insisted on being the only one to make decisions about managing
Ekamant. He decided where to purchase the materials and equipment needed to
operate the business, including the important machinery acquired when Ekamant
started making its own products. A single signature was required on the cheques:
his signature or that of his wife, who also worked for Ekamant, as comptroller.
Mr. Côté reported to no one regarding his management. He identified the three
directors of Ekamant during the relevant period as Denis Levac, Herman Fuchs
and himself. Mr. Côté says that the board of directors never met.
[6]
However, some of Mr. Côté's
answers must be viewed with circumspection because there were several mistakes
in his account of the relevant facts. For example, he described Mr. Levac
as his accountant when in fact he was his lawyer. His accountant was Dominique Tran.
In addition, Mr. Côté says that he never invested a cent in the business.
When I asked him how he became a shareholder of the corporation, he said he had
subscribed for shares. However, on examination of Exhibit I‑1,
the corporation's share register, one sees that he acquired some of his shares in
Ekamant from Herman Fuchs, from his wife Mina Lee Fuchs, and the Fuchs's
two children. When I asked him what he paid for his shares, he said he
paid a nominal price of $1. But the register shows that on April 5, 1994, he
paid $1,155.70 to Mr. Fuchs for 10 shares, $769.70 to Phyllis Fuchs for 6.66 shares,
$769.70 to Bruce David Fuchs for 6.66 shares and $1,155.70 to Mina
Lee Fuchs for 10 shares.
[7]
Under two Irrevocable Power
of Attorney documents signed on October 27, 1994 (Exhibit A-1),
Phyllis Fuchs and Bruce David Fuchs mandated their father Herman Fuchs
to represent them in Ekamant's affairs. The two documents stated the following:
1.
The preamble forms an integral part of the
present Power of Attorney.
2. The undersigned hereby appoints Herman
Fuchs, President of the Company (the "Proxy"), having its place
of business at 394 St-Paul Street, Le Gardeur, Province of Quebec, Canada, J5Z
4H8, as Proxy to attend and vote for the undersigned at any special and
annual general meeting of the Shareholders to be held in the Province of
Quebec and at any adjournment thereof and to vote and otherwise act thereat for
and on behalf of the undersigned, as the Proxy will deemed [sic] fit and
the undersigned hereby revokes any proxy or power of attorney previously given
with reference to the Company.
3. Without limiting the generality of the
foregoing, the present power of attorney includes the right to vote for the
Election of the Directors of the Company, to appoint Auditors to the
Company and to fix their remuneration, to approve the granting of options and
to act upon any other questions to be generally submitted to Shareholders.
4. The present power of attorney also confers
authority for the above named to vote at his discretion with respect to
amendments of [sic] variations to matters identified in any
notice of meeting of [sic] other matters which may properly come before
any meeting or any adjournment thereof.
[Emphasis
added.]
[8]
On March 31, 1997, Herman
Fuchs signed the following Proxy appointing Mr. Côté as proxy:
WHEREAS the undersigned is a duly registered holder of
shares of the Company.
WHEREAS the undersigned is an American resident.
WHEREAS the undersigned consents to the present proxy in
view of permitting that decisions be taken by a Canadian resident in order to
improve management decisions, since the Company has its main business in
the province of Quebec, Canada. Therefore, the undersigned
acknowledges:
1. The preamble forms an integral part of the present proxy.
2. The undersigned hereby appoints Robert
Côté, Director of the Company, having its place of business at 394 St-Paul
Street, Le Gardeur, Province of Quebec, Canada, J5Z 4H8, as proxy to attend
and vote for the undersigned at any Special and Annual General Meeting of the
Shareholders to be held in the province of Quebec and at any adjournment
thereof and to vote and otherwise act thereat for and on behalf of the
undersigned as the proxy will deem fit and the undersigned hereby revokes any
proxy previously given with reference to the Company.
3. Without limiting the generality of the
foregoing, the present proxy includes the right to vote for the
Election of the Directors of the Company, to appoint Auditors to the
Company and to fix their remuneration, to approve the granting of options
and to act upon any other questions to be generally submitted to Shareholders.
4. The present proxy also confers authority
for the above named to vote at his discretion with respect to amendments or
variations to matters identified in any notice of meeting or other matters
which may properly come before any meeting or any adjournment thereof.
[Emphasis
added.]
[9]
To show that he had
sole authority to manage Ekamant, Mr. Côté tendered an agreement dated
October 26, 2006 (Exhibit A‑2). It is an agreement ("the
2006 agreement") between Ekamant and its four shareholders terminating an
earlier agreement dated October 27, 1994 ("the 1994 agreement").
Although the 2006 agreement says that 1994 agreement is attached thereto, the
1994 agreement was in fact not tendered in evidence. Moreover, the 2006
agreement states that "since the first Shareholders Agreement new
agreements and rules have been put in place regarding the administration of
the Corporation, which the parties herein wish to formalize in writing."
The 2006 agreement describes the capital stock of Ekamant as being composed of
an unlimited number of Class A shares, 166.66 of which were issued and
outstanding (paragraph 2 of the agreement). The shares in question were
distributed as follows: Bruce David Fuchs 41.67; Herman Fuchs 41.66; Phyllis Gail Fuchs 41.68;
and Robert Côté 41.65. Paragraph 3 of the agreement states the following:
3. The Shareholders agree to vote their respective
shareholdings so that:
a.
subject to the Canada Business Corporations Act
and as long as RC is a shareholder, RC will be designated as a director and
as President of the Corporation;
b.
Bruce David Fuchs and Phyllis Gail Fuchs confirm
that they have executed in favor of Herman Fuchs an irrevocable power of
attorney by which Herman Fuchs represents them as shareholders of the
Corporation and represents them as director and officer of the Corporation and
without limiting the generality of the foregoing will take any and all
decisions for them with respect to the Corporation's activities and the
application of the present Shareholder's agreement;
c.
Bruce David Fuchs, Phyllis Gail Fuchs and Herman
Fuchs confirm, that as long as subparagraph 3a) hereinabove does apply, Robert
Côté will take any and all decisions with respect to the Corporation's
activities and the application of the present Shareholders Agreement;
d.
In addition, Herman Fuchs confirms the
application of the terms contained in the proxy, he gave to Robert Côté on
March 31, 1997 said proxy having its full force and effect, unamended (except
for the address of the Corporation) as of the said date;
[Emphasis
added.]
[10]
It must be added that
this agreement was prepared by Ekamant's professionals after the Minister's
audit began, as is shown by a letter that Mr. Côté sent to the Canada
Revenue Agency on January 26, 2005 (Exhibit I-2). In his letter, Mr. Côté
confirmed that he had control of Ekamant despite the way in which the share
capital was divided up.
Ekamant's position
[11]
Counsel for Ekamant submits
that Mr. Côté had legal control of Ekamant because he had the right to acquire
the shares held by the other three shareholders – the members of the Fuchs
family – and because of subparagraph 251(5)(b)(i) of the Act, which
provides as follows:
(5) For the purposes of subsection (2) and the definition "Canadian‑controlled
private corporation" in subsection 125(7),
. . .
(b) where at any time a person has a right under a
contract, in equity or otherwise, either immediately or in the future and
either absolutely or contingently,
(i)
to, or to acquire, shares of the capital
stock of a corporation or to control the voting rights of such shares, the
person shall, except where the right is not exercisable at that time because
the exercise thereof is contingent on the death, bankruptcy or permanent
disability of an individual, be deemed to have the same position in relation
to the control of the corporation as if the person owned the shares at that
time,
. . .
[Emphasis
added.]
According to Ekamant's counsel, the fact that
Mr. Côté had legal control of Ekamant precluded the existence of another group
that could control Ekamant. In counsel's submission, Ekamant did not come
within any of the exceptions in the definition of "Canadian‑controlled
private corporation" in subsection 125(7) of the Act.
[12]
Moreover, counsel for Ekamant
submits that the evidence amply demonstrates that the American group did not
have de facto control of Ekamant given Mr. Côté's role in managing the corporation
and given his powers under the proxy granted by Herman Fuchs in March 1997.
In counsel's submission, when Mr. Fuchs thus appointed Mr. Côté to
act as his proxy, he was also acting on behalf of his two children under the powers
of attorney that Mr. Fuchs had held since 1994.
[13]
According to counsel for
Ekamant, by reason of the combined effect of all the proxy or power of attorney
documents that they signed – that is, first of all, those that the two children
signed in favour of their father, and subsequently, that signed by their father
in favour of Mr. Côté – the three members of the Fuchs family could not
control Ekamant. In counsel's submission, the effect of all these agreements is
similar to that of a unanimous shareholder agreement contemplated in
subsection 146(1) of the CBCA, which states provides as follows:
An
otherwise lawful written agreement among all the shareholders of
a corporation, or among all the shareholders and one or more persons who are
not shareholders, that restricts, in whole or in part, the powers of
the directors to manage, or supervise the management of, the business
and affairs of the corporation is valid.
[Emphasis
added.]
[14]
Consequently, since
effective control of Ekamant's affairs had been changed and since the board of
directors no longer exercised that control but Mr. Côté exercised it, counsel
argues that the corporation was not controlled by U.S.
residents. Counsel cites, in particular, paragraph 36 of the decision of the
Supreme Court of Canada in Duha Printers (Western) Ltd. v. Canada, [1998] 1 S.C.R.
795. Iacobucci J. wrote as follows, at paragraphs 36 and 37:
Thus, de jure control has emerged as the
Canadian standard, with the test for such control generally accepted to be
whether the controlling party enjoys, by virtue of its shareholdings,
the ability to elect the majority of the board of directors.
However, it must be recognized at the outset that this test is really an attempt
to ascertain who is in effective control of the affairs and fortunes of the
corporation. That is, although the directors generally have, by operation
of the corporate law statute governing the corporation, the formal right to
direct the management of the corporation, the majority shareholder enjoys the
indirect exercise of this control through his or her ability to elect the
board of directors. . . .
Viewed in this light, it becomes apparent that to
apply formalistically a test like that set out in Buckerfield's,
without paying appropriate heed to the reason for the test, can lead to
an unfortunately artificial result.
[Emphasis
added.]
[15]
Owing to the existence
of agreements similar to a unanimous shareholder agreement, the three
Fuchs family members could not control Ekamant even if paragraph (b)
of the definition of "Canadian-controlled private corporation"
applied.
Respondent's position
[16]
Counsel for the Respondent
submits that the three American shareholders controlled Ekamant in light of
paragraph (a) of the definition of "Canadian‑controlled
private corporation" in subsection 125(7) of the Act. He disputes counsel
for Ekamant's interpretation of the nature of the proxy and the two powers of
attorney. He submits that they do not constitute a unanimous shareholder
agreement contemplated in subsection 146(1) of the CBCA. First of all, there
is no unanimous shareholder agreement since there are three distinct documents.
Furthermore, the three documents do not have the effect of putting Ekamant's
affairs beyond the control of the board of directors. Lastly, the agreement of
October 26, 2006, postdates the relevant period.
[17]
After a moment's
hesitation, counsel for the Respondent also contested counsel for Ekamant's
argument that two distinct groups of people cannot simultaneously control a corporation.
[18]
He also submitted that
the three members of the Fuchs family formed a group of related (by blood
relationship) persons and that, on the basis of the decision in Silicon Graphics Ltd. v. Canada,
[2003] 1 F.C. 447, [2002] 3 C.T.C. 527, the three individuals in question are
able to exercise control over Ekamant. Sexton J.A. of the Federal Court of
Appeal wrote as follows at paragraph 36 of that decision:
Based on these cases, I agree with the appellant's submission that
simple ownership of a mathematical majority of shares by a random aggregation
of shareholders in a widely held corporation with some common identifying
feature (e.g. place of residence) but without a common connection does not
constitute de jure control as that term has been defined in the case
law. I also agree with the appellant's submission that in order for more than
one person to be in a position to exercise control it is necessary that
there be a sufficient common connection between the individual shareholders.
The common connection might include, inter alia, a voting agreement,
an agreement to act in concert, or business or family relationships.
[Emphasis
added.]
Consequently, counsel for the Respondent submits, it
is unnecessary to rely on paragraph (b) of the definition of "Canadian-controlled
private corporation" in subsection 125(7) of the Act. However, even if
the Court were to find that paragraph (a) of this definition is
inapplicable, it would have to confirm the assessment by reason of the
exclusion in paragraph (b) of the definition.
Analysis
[19]
The
starting point for resolving the dispute before the Court in these proceedings
is the definition of "Canadian-controlled private corporation" in
subsection 125(7) of the Act:
"Canadian-controlled
private corporation" means a private corporation that is a Canadian
corporation other than
(a) a corporation controlled, directly or indirectly in any manner
whatever, by one or more non-resident persons, by one
or more public corporations (other than a prescribed venture capital
corporation), by one or more corporations described in paragraph (c), or
by any combination of them,
(b)
a corporation that would, if each share of
the capital stock of a corporation that is owned by a non-resident person, by a public corporation (other than a prescribed venture capital
corporation), or by a corporation described in paragraph (c) were
owned by a particular person, be controlled by the particular person,
or
(c)
a corporation a class of the shares of the
capital stock of which is listed on a prescribed stock exchange.
[Emphasis added.]
[20]
Subsection 256(5.1) of
the Act defines the phrase "controlled, directly or indirectly in any
manner whatever" as follows:
Control in fact
For the purposes of this Act, where the expression "controlled,
directly or indirectly in any manner whatever," is used, a corporation shall
be considered to be so controlled by another corporation, person or group
of persons (in this subsection referred to as the "controller") at
any time where, at that time, the controller has any direct or
indirect influence that, if exercised, would result in control in fact of the
corporation, except that, where the corporation and the controller are
dealing with each other at arm's length and the influence is derived from a
franchise, licence, lease, distribution, supply or management agreement or
other similar agreement or arrangement, the main purpose of which is to
govern the relationship between the corporation and the controller regarding
the manner in which a business carried on by the corporation is to be
conducted, the corporation shall not be considered to be controlled, directly
or indirectly in any manner whatever, by the controller by reason only of that
agreement or arrangement.
[Emphasis
added.]
[21]
In Transport
M.L. Couture Inc. v. The Queen, 2003 DTC 134,[3] I made the following remarks
about the scope of the concept of control in those provisions.
[26] . . . Prior to the
enactment of subsection 256(5.1), which was applicable to taxation years
beginning after 1988, the Act did not define what constituted control of
a corporation. The courts decided that control meant de jure control,
namely, the fact of owning enough voting shares to have a majority in the
directors of a corporation. The classic decision was rendered by Jackett,
President of the Exchequer Court of Canada, in Buckerfield's Limited et al.
v. M.N.R., 64 DTC 5301. This is what he wrote at page 5303:
Many approaches might conceivably be
adopted in applying the word "control" in a statute such as the Income
Tax Act to a corporation. It might, for example, refer to control by "management",
where management and the Board of Directors are separate, or it might refer to
control by the Board of Directors. The kind of control exercised by management
officials or the Board of Directors is, however, clearly not intended by
section 39 when it contemplates control of one corporation by another as well
as control of a corporation by individuals (see subsection (6) of section 39).
The word "control" might conceivably refer to de facto control
by one or more shareholders whether or not they hold a majority of shares. I am
of the view, however, that, in section 39 of the Income Tax Act, the
word "controlled" contemplates the right of control that rests in
ownership of such a number of shares as carries with it the right to a majority
of the votes in the election of the Board of Directors. See British American
Tobacco Co. v. I.R.C., [1943] 1 A. E. R. 13, where Viscount
Simon L.C., at page 15, says:
The owners of the majority of the voting
power in a company are the persons who are in effective control of its affairs
and fortunes.
[27] That interpretation has been
confirmed by the Supreme Court of Canada in M.N.R. v. Dworkin Furs
(Pembroke) Ltd. et al., 67 DTC 5035, and more recently in Duha Printers
(Western) Ltd. v. Canada, [1998] 1 S.C.R. 795, ([1998] S.C.J. No. 41 and 98 D.T.C.
6334). The concept of control recognized by the courts rejected any concept of de
facto control. According to Judge Iacobucci in Duha Printers, at
paragraph 58: "The de facto concept was rejected because it
involves ascertaining control in fact, which can lead to a myriad of indicators
which may exist apart from these sources." In addition, he said in
paragraph 52: "If the distinction between de jure and de facto
control is to be eliminated at this time, this should be left to Parliament,
not to the courts."
[28] It just so happens that this is what
Parliament did in 1988 by enacting subsection 256(5.1) of the Act. For the
purposes of the rule of associated corporations, inter alia, the
concepts of de jure control and de facto control must thus now be
used. Moreover, subparagraph 256(1.2)(b)(ii) of the Act expressly
provides that a corporation may be controlled by a person notwithstanding that
the corporation is also controlled or deemed to be controlled by another
person. . . .
[Emphasis added.]
[22]
At
paragraph 85 of the decision in Duha Printers, Iacobucci J. summarized as
follows the rules for determining whether there is de jure control:
(1)
. . .
(2)
The general test for de
jure control is that enunciated in Buckerfield's, supra:
whether the majority shareholder enjoys "effective control" over the "affairs and
fortunes" of the corporation, as manifested in "ownership of such a
number of shares as carries with it the right to a majority of the votes in the
election of the board of directors".
(3)
To determine whether
such "effective control" exists, one must consider:
a) the corporation's governing statute;
b) the share register of the corporation;
c) any specific or unique limitation on
either the majority shareholder's power to control the election of the board or
the board's power to manage the business and affairs of the company, as
manifested in either:
(i)
the constating
documents of the corporation; or
(ii) any unanimous shareholder agreement.
(4)
Documents other than
the share register, the constating documents, and any unanimous shareholder
agreement are not generally to be considered for this purpose.
[23]
The
argument of Ekamant's counsel that the presumption in paragraph 251(5)(b)
determines who controls Ekamant is ill-founded because, under the circumstances
of these appeals, that legal fiction is not relevant for the purpose of applying
the definition of "Canadian-controlled private corporation" in
subsection 125(7) of the Act in order to determine whether the three American
shareholders controlled Ekamant during the relevant period. There can in a
sense, be two distinct persons or groups of persons that are simultaneously in
a position of control with respect to a corporation, namely: the person or
group determined on the basis of reality, and the person or group determined on
the basis of the legal fiction. The fiction created by paragraph 251(5)(b)
of the Act does not state that the real owners of the shares that are the
subject of an option are deemed no longer to be the owners of those shares, or
that they are deemed no longer to control the corporation. This is what
President Jackett of the Exchequer Court held in the appendix to his
reasons in Viking Food Products Ltd. v. Minister of National
Revenue, 67 DTC 5067, at page 5073:
. . . That subsection applies, when the
question arises as to whether the owner of a "right" controlled the
corporation and it directs that he should be deemed to have had the same
position in relation to control of the corporation "as if" he owned "the
shares". When the question arises as to whether the real owner of the
shares controlled the corporation, there is no occasion to apply the deeming
provision in subsection (5d). There is no possible justification for
reading the provision as deeming the existence of two sets of shares in place
of the one set that actually existed.
[Emphasis added.]
[24]
As
counsel for the respondent rightly argued, the three members of the Fuchs
family together controlled Ekamant during the relevant period because they
owned enough shares to cast a majority of the votes in
the election of the directors. The family relationship between them warranted
the inference that they were acting in concert under these circumstances – circumstances
in which no one person was able to exercise a right of control. That the two
Fuchs children gave their father power of attorney warrants the finding of fact
that the three members of the family were acting in concert. It was always the
board of directors that had "effective control" over Ekamant's "affairs
and fortunes". There is no unanimous shareholder agreement and no
constating document of the corporation suspending the application of the
general rule that corporations are controlled by their board of directors. The
only document relied upon by counsel for Mr. Côté is the one in which
Herman Fuchs appointed Mr. Côté as his proxy. Not only is it not an
irrevocable proxy, it is also a type of document that, according to Iacobucci
J., is "not generally to be considered". Even if Herman Fuchs's proxy
were combined with the two powers of attorney from the Fuchs children, Mr. Côté's
intervention, at the very least, would still be needed in order for those
documents to be considered a unanimous shareholder agreement within the meaning
of the CBCA. Only
the three members of the Fuchs family signed these documents. Moreover, the
proxy given by Herman Fuchs is not aimed at restricting the powers of the
directors to manage, or supervise the management of, the business activities
and internal affairs of the corporation. Lastly, the 2006 agreement was not in
force during the relevant period and is of no help in these appeals. Consequently, Ekamant
was not a Canadian-controlled private corporation during the relevant period by
reason of the exclusion in paragraph (a) of the definition of "Canadian‑controlled
private corporation" in subsection 125(7)
of the Act.
[25]
If
this were not sufficient, the exclusion set out in paragraph (b) of the
same definition would, in my opinion, also warrant the finding that Ekamant was
not a Canadian-controlled private corporation during the relevant period. Since
this case does not involve a suspension of the rule that the board of directors
controls the affairs and fortunes of a business, the "particular person"
referred to in paragraph (b) would have enough votes to control Ekamant.
[26]
For
all these reasons, Ekamant's appeal is dismissed, with costs.
Signed at Magog, Quebec, this 19th day of August 2009.
"Pierre Archambault"
Translation
certified true
on this 30th day
of October 2009.
Erich Klein, Revisor
Email this Content