Citation: 2007TCC268
Date: 20070522
Dockets:
2004-794(IT)G
2004-751(IT)I
2004-755(IT)I
BETWEEN:
JOSETTE DOUCET,
DAVID DOUCET,
JONATHAN DOUCET,
Appellants,
and
HER MAJESTY THE QUEEN,
Respondent.
REASONS FOR
JUDGMENT
Tardif J.
[1] These are appeals from assessments made under section
160 of the Income Tax Act (the "Act").
[2] The issue in the appeal of Josette Doucette is whether
that appellant is required to pay an amount of $15,000 in connection with an
indirect transfer of property between Gilles Doucet, acting through Nicole
Allard, and the said appellant. The issue in the appeals of Jonathan Doucet and
David Doucet is whether those appellants are required to pay an amount of
$10,000 in connection with an indirect transfer of property between Gilles
Doucet, acting through Nicole Allard, and the said appellants.
[3] At the beginning of the
hearing, the appellants very clearly stated that only the matter of
consideration was in dispute. In other words, the appellants submit that they
did not in any way benefit from the transfers, the existence of which is
admitted. Counsel for the appellants initially requested that each appeal
proceed separately, but it was agreed, following the testimony of the appellant
Josette Doucet, that it would be more practical to proceed with all three appeals
on common evidence.
[4] The three appellants testified, as did Gilles Doucet,
the initial tax debtor, who brought about the fact situation giving rise to the
application of section 160 of the Act.
[5] In the case of Josette Doucet, file No. 2004-794(IT)G,
the following facts and statements were relied on in making the assessments under
appeal:
[TRANSLATION]
(a) On May 19, 1998, the Minister issued reassessments in respect of
Gilles Doucet for the 1994, 1995 and 1996 taxation years, for which there was a
tax debt of $59,353.27;
(b) The Minister learned that on November
27, 1997, Gilles Doucet had transferred two immovables to his spouse
Nicole Allard, namely:
(i) a property located at 160 De la Cathédrale Street in Rimouski;
(ii) a property located at 240 Tanguay Street in Rimouski;
(c) According to the calculations and appraisals of the Minister,
these property transfers gave rise to an estimated benefit of $150,000 for Gilles
Doucet's spouse;
(d) On March 23, 2001, the Minister issued an assessment holding
Nicole Allard jointly and severally liable to pay an amount equal to her
husband's tax debt for the 1994, 1995 and 1996 taxation years:
|
Year
|
Tax
U.I.
Premiums
E.I.
Premiums
|
Penalties
|
Interest
|
Total
|
|
1994
|
$10,003.79
|
$5,047.67
|
$11,239.66
|
$26,291.12
|
|
1995
|
$13,862.31
|
$6,974.93
|
$11,552.69
|
$32,389.93
|
|
1996
|
$8,687.75
|
$4,402.44
|
$5,777.32
|
$18,867.51
|
|
|
|
|
|
$77,548.56
|
(e) Nicole Allard did not contest this assessment
dated March 23, 2001;
(f) During the month of March 2001, Nicole Allard sold the two
properties on De la Cathédrale and Tanguay streets in Rimouski;
(g) Following the sale of the properties located on De la
Cathédrale and Tanguay streets in Rimouski, Nicole Allard deposited the amount
of $92,193 at the National Bank of Canada in Rimouski during the month of March
2001;
(h) Two bank drafts in the amounts of $10,000 and $5,000 dated
March 21, 2001, payable to the order of Nicole Allard, had as second endorser
the appellant, who, on March 21, 2001, deposited them in part in accounts
30757 and 13304 that she had at the Caisse populaire de Rimouski;
(i) The appellant is the sister-in-law daughter of
Nicole Allard and the sister of Gilles Doucet;
(j) The appellant did not give any consideration for the two bank
drafts which she endorsed deposited in her bank accounts;
(k) As at December 4, 2002, the Minister held the appellant jointly
and severally liable up to the amount of $15,000 in respect of the tax debt of
Gilles Doucet for the 1994, 1995 and 1996 taxation years.
[6] In the case of David Doucet, file No. 2004-751(IT)I, the
following facts and statements were relied on in making the assessments under appeal:
[TRANSLATION]
(a) On May 19, 1998, the Minister issued reassessments in respect of
Gilles Doucet for the 1994, 1995 and 1996 taxation years, for which there was a
tax debt of $59,353.27;
(b) The Minister learned that on November
27, 1997, Gilles Doucet had transferred two immovables to his
spouse, Nicole Allard, namely:
(i) a property located at 160 De la Cathédrale
Street in Rimouski;
(ii) a property located at 240 Tanguay Street in Rimouski;
(c) According to the calculations and appraisals of the Minister, these
property transfers gave rise to an estimated benefit of $150,000 for Gilles
Doucet's spouse;
(d) On March 23, 2001, the Minister issued an assessment holding
Nicole Allard jointly and severally liable to pay an amount equal to her
husband's tax debt for the 1994, 1995 and 1996 taxation years:
|
Year
|
Tax
U.I. Premiums
E.I. Premiums
|
Penalties
|
Interest
|
Total
|
|
1994
|
$10,003.79
|
$5,047.67
|
$11,239.66
|
$26,291.12
|
|
1995
|
$13,862.31
|
$6,974.93
|
$11,552.69
|
$32,389.93
|
|
1996
|
$8,687.75
|
$4,402.44
|
$5,777.32
|
$18,867.51
|
|
|
|
|
|
$77,548.56
|
(e) During the month of March 2001, Nicole Allard sold the two
properties;
(f) Following the sale of the properties located on De la
Cathédrale and Tanguay streets in Rimouski, Nicole Allard deposited the amount
of $92,193 at the National Bank of Canada in Rimouski during the month of March
2001;
(g) A bank draft in the amount of $10,000 dated March 13, 2001, payable
to the order of Nicole Allard had as second endorser the appellant, who
deposited it in his account number 31826 at the Caisse populaire de
Rimouski, on May 22, 2001;
(h) The appellant is the son of Nicole Allard and Gilles Doucet;
(i) As at December
4, 2002, the Minister held the appellant jointly and severally liable
up to the amount of $10,000 in respect of the tax debt of Gilles Doucet for the
1994, 1996 and 1996 taxation years.
[7] In the case of Jonathan Doucet, file No.
2004-755(IT)I, the following facts and statements were relied on in making the
assessments under appeal:
[TRANSLATION]
(a) On May 19, 1998, the Minister issued reassessments
in respect of Gilles Doucet for the 1994, 1995 and 1996 taxation years, for
which there was a tax debt of $59,353.27;
(b) The Minister learned that on November
27, 1997, Gilles Doucet had transferred two immovables to his
spouse, Nicole Allard, namely:
(i) a property located at 160 De la Cathédrale Street in Rimouski;
(ii) a property located at 240 Tanguay Street in Rimouski;
(c) According to the calculations and appraisals of the Minister, these
property transfers gave rise to an estimated benefit of $150,000 for Gilles
Doucet's spouse;
(d) On March 23, 2001, the Minister issued an assessment holding
Nicole Allard jointly and severally liable to pay an amount equal to her
husband's tax debt for the 1994, 1995 and 1996 taxation years:
|
Year
|
Tax
U.I. Premiums
E.I. Premiums
|
Penalties
|
Interest
|
Total
|
|
1994
|
$10,003.79
|
$5,047.67
|
$11,239.66
|
$26,291.12
|
|
1995
|
$13,862.31
|
$6,974.93
|
$11,552.69
|
$32,389.93
|
|
1996
|
$8,687.75
|
$4,402.44
|
$5,777.32
|
$18,867.51
|
|
|
|
|
|
$77,548.56
|
(e) During the month of March 2001, Nicole Allard sold the two
properties;
(f) Following the sale of the properties located on De la
Cathédrale and Tanguay streets in Rimouski, Nicole Allard deposited the amount
of $92,193 at the National Bank of Canada in Rimouski during the month of March
2001;
(g) A bank draft in the amount of $10,000 dated March 13, 2001, payable
to the order of Nicole Allard had as second endorser the appellant, who
deposited it in his account number 103340 at the Caisse populaire de Rimouski on
June 1, 2001;
(h) The appellant is the son of Nicole Allard and Gilles Doucet;
(i) As at December
4, 2002, the Minister held the appellant jointly and severally liable
up to the amount of $10,000 in respect of the tax debt of Gilles Doucet for the
1994, 1995 and 1996 taxation years.
[8] In answering questions from her counsel, the appellant
Josette Doucet basically stated that she did not receive any benefit of any kind
whatsoever as a result of the transfers on which the assessments were based.
[9] She admitted having been a party to two transfers made
by means of bank drafts, but added that she did not receive any benefit
whatsoever.
[10] The explanations given were as follows:
·
The
appellant Josette Doucet stated that she followed very clear instructions regarding
the use of the $10,000 corresponding to the first bank draft. She said that she
handed over to her spouse $8,800; this, she explained, was in repayment of a
debt created pursuant to the terms of a notarial deed dated June 28, 1990, when
her spouse invested a little over $10,000 in order to eventually obtain an
undivided share of the immovables referred to in the deed (Exhibit A-1).
[11] As far as the balance of $1,200 was concerned, appellant
Josette Doucet said she was instructed to deposit it in her personal account to
pay off a line of credit used for someone else. These instructions were given
not by Nicole Allard, to whom the bank draft was made out, but by Nicole Allard's
spouse, Gilles Doucet.
[12] As far as the other bank draft, in the amount of $5,000,
was concerned, she stated that she repaid a debt of $3,000 owed by Gilles
Doucet to his mother and handed the balance of $2,000 over to Gilles Doucet
himself.
[13] Josette Doucet's spouse, André Huppé, confirmed her
testimony. He also gave his interpretation of the content of the notarial document.
The explanations given did not correspond either to the content or to the
letter of the document. He stated that he had always believed that his
interpretation was the proper one and that, if it was not, in that case he had simply
been taken in. I note that André Huppé is a trained engineer.
[14] The evidence also showed that appellant Josette Doucet
had received a power of attorney authorizing her to make transactions on her
mother's bank account.
File No. 2004-755(IT)I – Jonathan Doucet
[15] Jonathan Doucet stated
that he was young when the transfer of $10,000 took place. He seemed to be very
surprised to see that he had signed a power of attorney authorizing access to
his bank account. He said that he had complete confidence, even blind
confidence, in his parents to the extent that he agreed to do what was asked of
him without wondering about the consequences. He stated that he used the bank
draft to make a payment of $5,000 to a certain Mr. Ross and handed the balance
of $4,935 over to his father.
File No. 2004-751(IT)I – David Doucet
[16] David Doucet was also
very young when he took part in the transfer of, once again, an amount of
$10,000. He explained that he had just finished his studies and was very
interested in purchasing a used automobile, which cost between $4,000 and
$5,000. This appellant's testimony on this point was quite vague.
[17] He stated that he had told his parents that he was
interested in the automobile. They allegedly advanced him the money by means of
a bank draft in the amount of $10,000. He then purchased the automobile in
question and paid the balance to his parents in a number of instalments over a
period of a few months.
[18] Gilles Doucet also testified. In general, he confirmed
what the appellants had stated. In light of his testimony, there is no doubt
that he orchestrated all of the transactions.
[19] Moreover, it appeared obvious to me from his demeanour,
the way he expressed himself and the vocabulary he used that Gilles Doucet had
used his spouse, who did not testify, for the obvious purpose of not paying his
tax debt. He dreamed up all kinds of schemes to avoid facing his tax liabilities.
I will restrict my comments on this, because, as counsel for the appellants
rightly pointed out, this appeal does not concern Gilles Doucet in the least.
[20] However, I consider his testimony helpful for the
purpose of understanding that the appellants were clearly used as
intermediaries, even as fronts, in transactions obviously designed to allow
Gilles Doucet to evade taxes on assets worth significant amounts of money. Even
so, such a scheme cannot prevent the application of the provisions of section
160 of the Act. In fact, that sort of agreement, if there ever was one, has no
effect and therefore obviously cannot be set up against the respondent.
[21] First of all, I think it is important to note that the appellants'
position is unusual in that they admit the transfers. In fact, they admit
having actually received the amounts, but hasten to add that this did not
result in enrichment. In other words, they acknowledge that the transfers took
place and add that they did not benefit from them in any way whatsoever.
[22] Is this a valid or sufficient reason to conclude that
section 160 of the Act does not apply? I do not think so, as the basis for
applying section 160 of the Act is the transfer.
[23] Because of the consequences it entails, a transfer is
something very important. Indeed, a transfer is a juridical act the consequence
of which is the transfer of the ownership of the property which is the subject
of the transfer.
[24] In other words, the transferred property changes
patrimonies. The property leaves the patrimony of the transferor to become part
of the patrimony of the transferee at the precise moment of the transfer.
[25] Any property that has been transferred within the
meaning of section 160 of the Act becomes the exclusive responsibility of the
transferee the moment the property is transferred. In other words, from the
time of the transfer, any dealings involving the transferred property are
exclusively attributed to the transferee in the case of a transfer to which
section 160 applies.
[26] The appellants stated more than once through their
counsel that their uncontradicted explanations, which were moreover confirmed
by André Huppé and Gilles Doucet, must result in the appeals being allowed.
They added that the respondent failed to prove certain points.
[27] On the one hand, I think it is important to note that
in this regard the burden of proof is on the appellants and not the respondent.
On the other hand, to discharge the burden of proof, it is not sufficient to
give just any type of explanation. It is absolutely essential that the
explanations be reasonable, plausible, consistent and, above all else,
relevant.
[28] In this case, the appellants described a very unusual
situation in which there was obviously no room for logic, so much so that I
even wondered if the inconsistencies were not quite simply intended, indeed
sought, with the obvious purpose of making the tax authorities lose track of
the assets which were removed from the patrimony of the tax debtor, Gilles
Doucet.
[29] I cannot see any other reason, especially considering
that the person who could have been in a position to provide some clarification,
that is, the person in whose name the substantial bank drafts were drawn, did
not testify.
Analysis
[30] Counsel for the appellants never disputed or denied the
existence of the transfers; quite the contrary, the transfers were admitted and
confirmed by the transferees. He essentially submitted that the transfers did
not enrich the appellants or confer any benefit on them, that the appellants
did not profit or benefit from the transfers.
[31] Are such arguments, even if well-founded, sufficient to
enable one to avoid the application of the Act? Accepting the appellants'
submissions would mean that one need only prove that there was no enrichment to
defeat any assessment that has section 160 of the Act as its legal basis.
[32] Take for example the case of a person benefiting from a
transfer of property consisting of a sum of $100,000. According to the
reasoning of the appellants, it would be sufficient for that person to prove, in
order to win the case and defeat an assessment issued under section 160 of the Act
against that person as transferee, that he or she gambled and lost the whole
amount at a casino. Putting it even more simply, it could be sufficient to prove
that the money was purely and simply lost in the seconds following the
transfer.
[33] Parliament was more perceptive and, above all, more astute
in enacting section 160 of the Act. In order to better understand the
scope of this section, it is useful to refer to a number of decisions cited by
the respondent. I refer in particular to the following decisions:
·
In
Medland v. Canada, [1998] F.C.J. No. 708, Court file No. A‑18‑97,
Desjardins J.A. wrote the following at paragraphs 14, 16 and 17:
14 It is
not disputed that the tax policy embodied in, or the object and spirit of
subsection 160(1), is to prevent a taxpayer from transferring his property to
his spouse in order to thwart the Minister's efforts to collect the money which
is owned [sic] to him . . . .
16 The
word "property" in subsection 160(1) of the Act, which is defined as
meaning "property of any kind", including "money" . . . .
17 The word
"transfer" is not defined in the Act . . . .
·
In
Montreuil v. Canada, [1994] T.C.J. No. 418, Court file Nos. 91‑2684(IT)G,
91‑2685(IT)G, 91‑2686(IT)G and 91‑2687(IT)G, Judge Pierre Dussault
wrote the following at paragraphs 21 and 22:
21 I do
not see here, or anywhere else in subsection 160(1), any expression or word
that could lead one to believe that a person who transfers property must do so
with the intention or goal of evading his tax obligations. As was pointed out
by counsel for the respondent, Judge Thorson of the Exchequer Court, in his judgment in Fasken (supra),
categorically refused to see such a requirement in an attribution rule worded
in similar terms . . . .
22 . . .
The intent to avoid tax obligations is not a factor that is required by this
provision.
·
In
Williams v. Canada, [2000] T.C.J. No. 459, Judge Hamlyn wrote the
following at paragraphs 11, 12 and 16:
11 On the meaning of the word "transfer",
I refer to the Exchequer Court decision in Fasken v. Minister of National
Revenue, 49 D.T.C.491, in which Thorson, P. said at page 497:
The word "transfer"
is not a term of art and has not a technical meaning. It is not necessary to a
transfer of property from a husband to his wife that it should be made in any
particular form or that it should be made directly. All that is required is that
the husband should so deal with the property as to divest himself of it and
vest it in his wife, that is to say, pass the property from himself to her. The
means by which he accomplishes this result, whether direct or circuitous, may
properly be called a transfer.
12 Since the Appellant
received money in her bank account, it is difficult to conclude that no
transfer occurred unless the Appellant was acting as agent for Ronald Williams
and from the evidence I cannot come to that conclusion. In White v. The
Queen, 96 D.T.C. 1552, a decision which bares [sic] similarities
to the case at bar, I rejected the argument that there was no transfer to the
Appellant. In White, supra, the Appellant submitted that the
amounts deposited in a personal checking account was [sic] for the
purpose of paying for her husband's business and personal bills as well as
for certain living expenses for his family. In dismissing the Appellant's
argument and appeal, I stated at page 1554 . . . .
16 In this
appeal, the spouse directed ETI to make all cheques on account of his salary
from Cable and Broom payable to the Appellant. The assigned amount was
deposited to the Appellant's account. The assigned amount was paid by the
Appellant for the support of the Appellant and expenses associated with the Georgian Bay cottage and the urban Etobicoke home. Once
transferred, the Appellant exercised complete control and discretion over the
funds. The Appellant's spouse made no third party household expenses payments.
[Emphasis
added.]
·
In
Sinnott v. Canada, [1996] T.C.J. No. 424, Judge Sobier wrote the
following at paragraphs 15, 17, 18 and 19:
15 Dealing with the question of the actual transfers
in White (supra), Judge Hamlyn said at page 2940:
In this case, the effect was the deposits once transferred from Lewis G.
White's control to the appellant's personal checking account meant those
deposits were not subject to Revenue Canada seizure. The appellant exercised
full control over the funds deposited. . . .
The moneys that were paid to Revenue Canada during
this period of time apparently related to current debts and, from the evidence,
appear to be outside the pre-existing identified Revenue Canada debt.
The appellant argues that the money could not be spent at her discretion
and had to be used to pay for her husband's business and personal bills as well
as to pay for such expenses as food. I do not accept the appellant's assertion.
Moreover, this argument does not aid the appellant's thesis to the effect there
was no transfer under subsection 160(1) of the Act. Whatever agreement the
parties may have had between them, in the absence of any proven grounds to
bring the matter outside subsection 160(1) of the Act, has no bearing
whatsoever on the Minister or any other third party to the transfer. That some
of the money had to have been used to support the appellant's husband's affairs
only lends credence to the view that the transfer was designed to evade the
payment of outstanding taxes.
In summary, I conclude from the evidence, the personal checking account of
the appellant was set up to avoid the potential seizure of funds by Revenue Canada. The
nature and character of the transfers were absolute vesting control in the
appellant and without contractual consideration.
As all the deposits were transfers within the meaning of subsection 160(1)
of the Act, the appellant is jointly and severally liable to pay the amount of
$20,143 which Lewis G. White is liable to pay and which he transferred to the
appellant.
. . .
17 While I do not believe the Appellant and her
husband intended to set up her account for the purpose of avoiding potential
seizure, the transfers had that effect. The monies were hers once she deposited
the cheques.
18 I am inclined to agree with the reasons of Judge
Hamlyn in White and I adopt them. Once the cheques were deposited into
her account, the transfer took place. The monies were hers to do with what she
wished. Counsel for the Appellant conceded that once she had the money, she
could have purchased a mink coat.
19 . . . At the time the transfers were made, no
consideration was given.
[Emphasis added.]
[34] In the present case,
Gilles Doucet was always the one in control of things. His spouse, who did not
testify, only carried out his instructions. Moreover, Gilles Doucet's attitude
and also his vocabulary and, in general, the language he used confirm this
interpretation. The following excerpts are to my mind very revealing of the
role played by Gilles Doucet. As regards the appellants, they were indeed parties
to the transfers giving rise to the assessments under appeal.
[TRANSLATION]
. . .
A. Yes, yes. Gilles and Nicole came to give me . . . She told me this
is your $10,000; they told me it's your $10,000 that you invested in the years
. . . at the beginning of the nineties.
THE COURT:
Q. But why didn't he simply make it out to you?
A. That's the way they wanted to repay me; like that, Your Honour. It
was a draft that was cashable, all I had to do was deposit it and I would then have
$10,000 in my account.
. . .
A. Well, I received . . . my father came with a bank draft, Gilles
Doucet. A bank draft that was to be in the name of Nicole Allard, and he asked
me to deposit it in my account and to then write a cheque for $5,000 to
Bertrand Ross. It was at my father's request; he wanted me to write a cheque to
Bertrand Ross for $5,000.
After that, I think it was maybe a couple of weeks later, I couldn't
give you an exact date, I paid back the remaining $5,000 in full to my father,
Gilles, that I had deposited in my account, from that bank draft. I think it
was maybe $4,900 . . . I think it was $4,935; $65 was missing.
. . .
EXHIBIT I-1-C-6-B:
Statement of Account
Q. So,
your last repayment?
A. Yes,
the last . . .
Q. I
guess.
A. Yes,
the last repayment was made on the seventeenth of January. There is a
withdrawal of $3,600. And of that I had repaid $1,200 that was missing because
. . . and the $3,600 withdrawal is because I went on a trip; I withdrew a lot
more money and part of it was to be used to pay back my father.
Q. So,
you now have nothing left of the $10,000?
A. No.
. . .
[35] From the time of the transfer of the amounts in
question, the appellants had full control over that money. What they decided to
do with it, or the fact that they obeyed instructions, takes nothing away from
the fact that they were entirely free to do whatever they wished with the
amounts transferred. Even if it was only for a short period, legally speaking they
became, in relation to third parties, including the respondent, the absolute
owners of the amounts transferred, and that is enough for section 160 of the Act
to be applicable.
[36] The control that Gilles Doucet or his wife may have had
over the amounts deposited in the appellants' accounts did not give them a property
right in something of which they had legally divested themselves through the
transfer.
[37] In one of these cases, there was a power of attorney of
which the appellant concerned was apparently unaware. Such a power of attorney
had nothing to do with ownership. It merely conferred a basic power of
administration upon the attorney.
[38] Ms. Allard, in whose name the bank drafts were drawn,
legally divested herself of the amounts specified in the drafts when those
amounts were transferred to the appellants' accounts, without any
consideration.
[39] The appellants do not seem to make any distinction
between the consideration mentioned in section 160 of the Act and enrichment.
The appellants claim there was no enrichment, but have utterly failed to address
an absolutely fundamental aspect: the consideration.
[40] In this case, the appellants claim that there was a gratuitous
transfer, or even a transfer of convenience, and that, accordingly, they cannot
be subject to an assessment under section 160 of the Act.
[41] To adopt the appellants' interpretation would have the
effect of completely obscuring one of the basic elements regarding the scope of
section 160 of the Act. Moreover, this same reasoning would also have the
effect of raising as an issue the moment at which ownership was transferred. Property
that is transferred immediately becomes the property of the transferee, who at
the same time acquires all the powers associated with the use of this property.
[42] In addition, the interpretation put forward by the appellant
Josette Doucet completely disregards the reality that transferred property moves
from one patrimony to another one.
[43] In no case is it useful or necessary to determine
whether the transferee was enriched or even impoverished in the weeks or
moments following a transfer of property. The point in time at which enrichment
is assessed is the precise moment of the transfer.
[44] Accordingly, it is of little importance whether, within
seconds or fractions of seconds of a transfer, the transferee decided to divest
himself of the property or a part of the property obtained by that transfer. Liability
under section 160 of the Act is assessed at the time of the transfer, even if
the property transferred was part of the transferee's patrimony for only a
fraction of a second.
[45] To claim and indeed to prove that the transferee was
not enriched following the transfer is neither a sufficient nor, for that
matter, a relevant basis for excluding the application of section 160.
[46] A very important distinction must be made. Indeed, it
would have been quite different if the evidence had shown that the property
transferred had no value. In that case, there would obviously not have been any
enrichment of the transferee's patrimony.
[47] In this case, not only did the property transferred
have value, but there was no doubt about its precise value, as that property was
the proceeds of a bank draft that was equivalent to cash.
[48] For all these reasons, the appeals are dismissed. The
respondent will be entitled to one set of costs.
Signed
at Ottawa, Canada, this
22nd day of May 2007.
"Alain Tardif"
Translation certified
true
on this 29th day of February
2008.
Erich Klein, Revisor
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