Citation: 2008 TCC 656
Date: 20081201
Docket: 2007-1460(EI)
BETWEEN:
YVON LEPAGE,
Appellant,
and
THE MINISTER OF NATIONAL REVENUE,
Respondent.
[OFFICIAL ENGLISH
TRANSLATION]
REASONS FOR JUDGMENT
Hogan J.
[1]
The Appellant has
appealed from a decision by the Minister of National Revenue ("the
Minister") that his employment with 9076‑3442 Québec Inc. ("the
Payor") from October 15 to December 8, 2001, July 8 to
September 28, 2002, and August 14 to November 14, 2003, was
excluded employment within the meaning of paragraphs 5(2)(i) and
5(3)(b) of the Employment Insurance Act ("the Act"). In
the Reply to the Notice of Appeal, counsel for the Respondent argues as an
alternative ground that the Appellant controlled more than 40% of the Payor's
voting shares, which also excluded his employment under paragraph 5(2)(b)
of the Act.
[2]
Paragraphs 5(2)(b),
5(2)(i) and 5(3)(b) of the Act, which are relevant to the grounds
raised in the Reply to the Notice of Appeal, read as follows:
5(2) Insurable employment does not include
. . .
(b) the
employment of a person by a corporation if the person controls more than 40% of
the voting shares of the corporation;
. . .
(i)
employment if the employer and employee are not dealing with each other at
arm’s length.
. . .
(3) For the purposes of paragraph (2)(i),
. . .
(b) if the
employer is, within the meaning of that Act, related to the employee, they are
deemed to deal with each other at arm's length if the Minister of National
Revenue is satisfied that, having regard to all the circumstances of the
employment, including the remuneration paid, the terms and conditions, the
duration and the nature and importance of the work performed, it is reasonable
to conclude that they would have entered into a substantially similar contract
of employment if they had been dealing with each other at arm's length.
[3]
It is not in dispute
that the Appellant and the Payor are related within the meaning of the Act.
During the Payor's fiscal years ending on April 30, 2002, and
April 30, 2003, the Appellant's son, Frédéric Lepage, held 52% of the
voting shares, while his common‑law partner, Gaétane Beaulieu, held
48% of the voting shares. In the Reply to the Notice of Appeal, the Minister
disputes the number of the Payor's voting shares owned by the Appellant in 2001,
2002 and 2003. In the Notice of Appeal, the Appellant claimed that he owned 33%
of the Payor's shares in 2001, 2002 and 2003.
[4]
The Reply to the Notice
of Appeal states that the Minister is not satisfied that it is reasonable to
conclude that the Appellant and the Payor would have entered into a
substantially similar contract of employment if they had been dealing with each
other at arm's length. Subparagraphs 6(b) to (m) of the Reply read as
follows:
[translation]
6.(b) The Payor, which was incorporated on
April 14, 1999, operated a transportation and trucking business.
(c) The Payor operated its business year‑round
but did much less business during the winter.
(d) According to tax returns, the Payor's had sales
of $63,112 as at April 30, 2003, and $104,738 as at April 30, 2004.
(e) The Appellant was in charge of the Payor's day‑to‑day
activities and worked as a truck driver and supervisor for the Payor.
(f) Frédéric Lepage did not work for the Payor.
(g) Depending on the version given, the Payor owned
between two and four trucks.
(h) The Appellant set his own work schedule but
could not specify how many hours a week he worked.
(i) The Appellant was not given any instructions by
the Payor and worked as needed by the Payor.
(j) According to his claims for benefits, the
Appellant was paid $728 a week for 40 hours of work in 2001 and $750 a
week for 40 hours in 2003.
(k) Because of the parties' lack of cooperation, we
were unable to determine the Appellant's remuneration for 2002.
(l) After each of his alleged work periods, the
Appellant made a claim for benefits and received benefits for the maximum
number of weeks for which he qualified before returning to work.
(m) Despite the Appellant's lack of cooperation, we
can conclude that the periods during which he was on the Payor's payroll were
based not on the Payor's needs but rather on his own needs in terms of
qualifying for benefits.
[5]
In the Reply to the
Notice of Appeal, the Respondent states that neither the Appellant nor the Payor
wanted to cooperate with the Respondent's representatives (with regard to
insurability and the appeal) and that the decision was made based on the
documents already in the Appellant's file.
[6]
When the hearing began,
counsel for the Appellant noted that the Payor had made an assignment in
bankruptcy in 2005 and that all the Payor's files were in the records of the
office of the trustee who handled its bankruptcy in 2005. She had difficulty
obtaining a copy of the relevant records and received some extracts from the Payor's
minutes only the day before the appeal was heard.
[7]
Frédéric Lepage,
the Appellant's son, was the first witness. He testified that he had worked
doing road repairs in the Rimouski and Québec areas in 2001, 2002 and 2003. He
did not work for the Payor, since he did not have the licences required to
drive the Payor's trucks.
[8]
He explained that his
father had had major health problems in 2001, namely cancer and serious heart
problems. In his opinion, his father's health problems caused financial
difficulties that led him to make an assignment in bankruptcy on June 13,
2002.
[9]
He testified that he
had purchased 52% of the Payor's voting shares after his father's illness.
According to Mr. Lepage, his father no longer wanted to manage the Payor.
He wanted to become just an employee.
[10]
Frédéric Lepage
also testified that his father's common‑law partner,
Gaétane Beaulieu, owned 48% of the Payor's voting shares.
[11]
During his testimony,
Frédéric Lepage was unable to specify how he had acquired the voting
shares. He finally said that his father had transferred them to him for
consideration of $1 a share.
[12]
Even though he was not
authorized to drive the Payor's trucks, Frédéric Lepage testified that he
knew a lot about the road repair industry and the role that carriers play in
major construction projects.
[13]
He stated that the Payor
had three tank trucks and one gravel truck. He explained to the Court
that contracts were distributed by a dispatching company called Transporteurs
en vrac de Rimouski Inc., which handled dispatching for bulk carriers. If
an individual had more than one truck, the dispatching was done in the
individual's name. An individual who received a contract of carriage one day
went back to the end of the list. However, if an individual created a legal person,
the legal person was treated as another carrier for the purposes of contract
distribution, even if the individual owned 100% of its shares.
[14]
He explained that the Payor
had between two and four employees at all times during the 2001, 2002 and
2003 taxation years. Fernando Ross worked for the Payor during
all those years. The Appellant was also an employee of the Payor. Jean‑Pierre Dubé
worked part-time for the Payor.
[15]
Frédéric Lepage
testified that he did not receive any dividends from the Payor and was not on
its payroll as an employee. He therefore did not receive a salary.
[16]
He testified that he
worked for Couillard Construction in Québec in 2001 repairing roads and
shopping centre parking lots. In 2002, he did road repair work for the
Wilfrid Allen company in Québec. He also said that he obtained a bulk
carriage contract for repairs to a shopping centre parking lot while working
for Couillard Construction.
[17]
He took the job at
Wilfrid Allen to obtain his competency cards as a labourer. He continued
working for Wilfrid Allen repairing highway 132 and, through his job,
obtained bulk carriage contracts for the Payor.
[18]
He identified
Exhibit A‑1 as Fernando Ross' record of employment (ROE) for
the period of June 10 to September 27, 2002. That ROE is signed by Marlène Dumais,
an employee of the Payor's outside accountant. He also identified
Exhibit A‑2 as the Appellant's ROE for the period of July 8 to
September 28, 2002. That ROE is unsigned, but Gaétane Beaulieu's name
appears under the signature line.
[19]
Frédéric Lepage
testified that he paid invoices, made bank deposits and was responsible for the
Payor's employees. He hired his father to drive mainly tank trucks and to do
mechanical work on the Payor's equipment.
[20]
During his testimony,
he admitted that the Payor's customers sometimes telephoned his father's home
and that his father sometimes took the calls and distributed the work if he was
unable to reach his son Frédéric. He also testified that Ms. Beaulieu
could take calls and leave him messages on his cellular telephone.
[21]
This witness' cross‑examination
was interesting. Mr. Lepage was unable to explain to the Court how he acquired
his shares in the Payor. In the end, he said that he thought he had purchased
them from his father and not subscribed for them.
[22]
He said that he
transferred the shares to his father in 2005 when he went back to school in
Québec. He told the Court that he took a course on heavy equipment, the field
in which he had worked until then. He explained to the Court that he wanted to
go back to school because it was becoming obvious in 2005 that the Payor would
not be profitable enough for him to become a full‑time employee. He also
testified that the bulk trucking season was too short and that, in his opinion,
it was inconceivable that he would be able to earn a decent living as the
company's owner.
[23]
The Appellant was the
second witness. He explained to the Court that he was born in Saint‑Marcellin.
[24]
He told the Court that
the Payor was incorporated a few years earlier and that he was its sole
shareholder until his son, Frédéric Lepage, acquired 52% of the voting
shares and his common‑law partner acquired 48% of the voting shares. He
confirmed that his health had led him to divest himself of his shares in the Payor.
Since his son Frédéric had expressed an interest in the Payor, he transferred
his shares to him. He also allowed his common‑law partner,
Gaétane Beaulieu, to purchase 48% of the voting shares. He wanted to free
himself from managing the Payor, so he transferred the shares.
[25]
He explained to the
Court that Fernando Ross had worked for him between 1974 and 1990.
Mr. Ross quit his job in 1980 to drive school buses and returned to his
job with the Payor in 2000. His work for the Payor involved driving tank trucks
and dealing with any mechanical problems. The Appellant testified that he was paid
between $740 and $750 gross a week. He was paid by the week rather than by the
hour because he had to be free at all times to drive the trucks when calls were
received.
[26]
On cross‑examination,
the Appellant explained that he incorporated the Payor because the rules and
operation of the dispatching company, Transporteurs en vrac de Rimouski Inc.,
changed in 1995. From then on, an individual could incorporate a company that
was wholly owned by the individual in order to appear twice on the dispatcher's
list. If the individual had a driver's licence in his or her own name and a
truck registered to the company, the individual could be on the list twice
instead of once.
[27]
Gaétane Beaulieu,
the Appellant's common‑law partner, was called to testify by counsel for
the Respondent. She testified that she became a shareholder in the Payor in
2001 at the same time as Frédéric Lepage. She explained to the Court that
she held 48% of the Payor's share capital, but she did not know what percentage
of the issued and outstanding shares this represented.
[28]
She explained that she has
been employed elsewhere as a broker for about seven years.
[29]
She said that she did
very little work for the Payor. Her only task was to take the mail and the
documents received by the Payor and put them in a folder that she gave to the
accountant. When counsel for the Respondent asked her what type of documents
she put in the folder, she was unable to say. She testified that, from time to
time in the morning or in the evening after her work for the Payor, she would
receive telephone calls that she passed on to Frédéric when she was able to
reach him. She testified that she kept her shares until 2003, when she returned
them to the Appellant. The Court must note that Ms. Beaulieu was unable to
say how she obtained the shares. She did not know whether she subscribed for
them or purchased them from Frédéric Lepage. It is obvious that she
knew very little about the conduct of the Payor's activities.
[30]
Jean‑Luc Gauthier,
an investigator with Human Resources and Social Development Canada (HRSDC),
testified for the Respondent. He stated that he made an appointment to meet
Frédéric Lepage at his office and, since the appointment was for
4:00 p.m., he told Mr. Lepage that he would have to meet him at the
entrance to the building. Frédéric Lepage came to the meeting accompanied
by his father, the Appellant, who told the investigator that he did not consent
to his son coming to the meeting alone. He told Mr. Gauthier that either
he or his lawyer would accompany his son to the meeting.
[31]
A meeting was also
arranged with the Appellant. He came to the HRSDC offices but said at the very
start of the meeting that he was uncomfortable being there without his lawyer.
He said that he would make a new appointment with Mr. Gauthier, but this
did not happen. Since he was unable to interview Frédéric Lepage or the
Appellant, Mr. Gauthier decided to forward the file so a decision could be
made.
[32]
Nicole Bérubé,
Chief of Appeals, Canada Revenue Agency (CRA), testified that she gave the file
to Nathalie Bédard, an appeals officer, so she could process the
Appellant's appeal. She acted pursuant to the decision that the Appellant's
employment with the Payor was not insurable during the periods at issue. She
told the Court that she reviewed Ms. Bédard's work and that
Ms. Bédard could not be present at the trial because she was on maternity
leave.
[33]
Ms. Bérubé
testified that she had Nathalie Bédard's file in her possession. She said
that she and Ms. Bédard chose to confirm the initial ruling based on the
documents in the CRA's file. She testified that Frédéric Lepage and the
Appellant refused to cooperate with the CRA. She stated that Ms. Bédard's
file showed that she contacted Frédéric Lepage and the Appellant several
times. Frédéric Lepage always asked her to speak to his father, who
refused to be interviewed over the telephone and asked her to come to Rimouski
so any interview could be held with his lawyer present.
[34]
Ms. Bérubé
identified the documents filed with the Court as Exhibits I‑1 to I‑10.
[35]
Exhibit I‑1
is the Payor's annual declaration for 2001, which was signed by
Frédéric Lepage on May 16, 2002. That document was filed with
Quebec's Inspector General of Financial Institutions. The box for identifying
shareholders showed that Frédéric Lepage held more than 50% of the Payor's
voting shares. Gaétane Beaulieu was identified as the holder of the
remaining shares.
[36]
Ms. Bérubé also
identified the Appellant's appeal. In his letter of May 22, 2006, the
Appellant stated that his employment was insurable because, according to the
information received from the CRA's offices, he owned less than 40% of the Payor's
shares. This is relevant in disposing of the alternative ground raised by
counsel for the Respondent.
[37]
Ms. Bérubé also
identified the Payor's annual declaration for 2002 filed with Quebec's
Inspector General of Financial Institutions. The same two persons were listed
as the Payor's shareholders. The Appellant signed the form on December 9,
2002, as the Payor's vice‑president. Ms. Bérubé identified the
claims for unemployment benefits filed by the Appellant for each of the years in
issue. In his claim for benefits for the period of October 15 to
December 8, 2001, the Appellant answered question 35 by stating that
he was dealing at arm's length with the employer, that is, the Payor.
Question 36 asked whether the Appellant owned more than 40% of the Payor's
shares, and he answered "no". In the additional information
concerning the claim for benefits, the Appellant stated that he owned 23% of
the Payor's shares.
[38]
In his claim for
benefits for the period of September 30 to October 25, 2002, the
Appellant gave the same answers to the questions about the non‑arm's
length relationship and ownership of the Payor's common shares. However, he
wrote nothing in the section for additional information.
[39]
In his claim for
benefits for the period of August 14 to November 14, 2003, the Appellant
stated that he was related to the Payor because the Payor was controlled by his
son. He answered "no" to the question about ownership of more than 40%
of the Payor's voting shares.
[40]
Ms. Bérubé
identified two other documents filed with the Court. The first is a computer printout,
Exhibit I‑8, which contains basic information about
Frédéric Lepage's tax returns for the 2001, 2002 and 2003 taxation
years. The information shows that Frédéric Lepage had gross business
income of $38,710 and net income of $11,909 for the 2001 taxation year.
The electronic file shows gross income of $65,632 for the 2002 taxation
year and net business income of ‑$10 for the same year. Finally, the
electronic file shows no net business income for 2003.
[41]
The financial
statements of a business belonging to Frédéric Lepage were filed in a
bundle as Exhibit I‑10 of the electronic file. In the statement for
January 1 to December 31, 2002, Mr. Lepage claimed an expense of
$35,000 payable to the Payor for a subcontract.
[42]
After Ms. Bérubé's
testimony, Frédéric Lepage was called to testify in re‑examination
to explain the origin of the business income reported in his tax returns for
the 2001 and 2002 taxation years.
[43]
Frédéric Lepage
told the Court that, on his father's advice, he purchased a tank truck for the
modest sum of $500. At his request, his father looked after major repairs to
the truck, including to the engine. He explained that he did not want to
mislead the Court by saying that he had received no income from the Payor. He
testified that the reason why he owned the tank truck himself was to benefit
from the priority system established by Transporteurs en vrac de
Rimouski Inc.
[44]
The Appellant was
recalled to identify new documents filed as Exhibit A‑4 and explain
discrepancies relating to the number of the Payor's voting shares he owned.
Those documents are extracts from the Payor's minutes for the periods of
March 20, 2001, to December 5, 2003.
[45]
The minutes of
March 20, 2001, provided for the issue of shares in the Payor as follows:
|
Subscriber
|
Number & class of shares
|
Nature of consideration
|
Total consideration
|
|
|
|
|
|
|
Yvon Lepage
|
23 Class A shares
|
Cash
|
23.00
|
|
Frédéric Lepage
|
29 Class A shares
|
Cash
|
29.00
|
|
Gaétane Beaulieu
|
48 Class A shares
|
Cash
|
48.00
|
[46]
Each of those parties
obtained shares directly from the Payor.
[47]
In the minutes of
April 30, 2002, signed by Frédéric Lepage, Gaétane Beaulieu and
the Appellant, the Payor approved the transfer of 23 Class A shares
from the Appellant to his son Frédéric Lepage.
[48]
In the last minutes in
Exhibit A‑4, which are dated December 5, 2003, the Payor's directors
approved the transfer of 48 Class A shares of the Payor from
Gaétane Beaulieu to the Appellant.
[49]
During her testimony,
Ms. Bérubé stated that the Payor's tax return for the taxation year ending
on April 30, 2004, indicated that the Appellant was the Payor's sole
shareholder. Neither the Appellant nor the Respondent filed a copy of that tax
return.
Analysis
[50]
Counsel for the
Appellant argued that the Appellant's employment should be insurable under the
Act. She explained to the Court that Frédéric Lepage's terms and
conditions of employment were identical to those of Fernando Ross. She
stated that the Appellant's income was a little higher than Mr. Ross' and
that this was only because the Appellant also did mechanical work. The
Appellant's period of employment was virtually the same as Mr. Ross'. The
Appellant was paid a weekly salary in the same way as Mr. Ross. In both
cases, Mr. Ross and the Appellant had to be free at all times to drive the
trucks when calls were received. Since Frédéric Lepage's terms and conditions
of employment were about the same as those of Mr. Ross, who was dealing
with the Payor at arm's length, counsel for the Appellant argued that the CRA's
decision was wrong. The non‑arm's length relationship had no effect on
her client's terms and conditions of employment, since they were the same as
those of a person who had no such relationship. With regard to the Respondent's
alternative argument, she submitted that the Respondent had the burden of
proving on a balance of probabilities that the Appellant had actual control
over more than 40% of the Payor's voting shares. She told the Court that the
Respondent had not discharged the burden of proof on the alternative grounds,
and she therefore asked that the appeal be allowed.
[51]
Counsel for the Respondent
argued that legal ownership of the Payor's shares was unclear for the
Appellant's periods of employment. She argued that the Appellant stated in his
appeal from the initial decision that he owned 33% of the Payor's issued and
outstanding shares.
[52]
She explained to the
Court that it was impossible for the CRA to provide direct evidence on the
issue of the Appellant's actual control over the Payor's voting shares. The
Appellant, his son and Ms. Beaulieu refused to cooperate during the
initial investigation and when the decision was appealed. She argued that
Ms. Beaulieu knew very little about the Payor's operations and was unable
to say how she obtained the shares. She told the Court that Ms. Beaulieu
said that she had acquired the shares from the Appellant, whereas the Payor's
minutes show that she subscribed for them.
[53]
As for her filing of
documents for the Payor, Ms. Beaulieu was unable to identify the nature of
the documents in question. This indicated that her role in managing the Payor
was very superficial.
[54]
Counsel for the
Respondent stated that Frédéric Lepage did not testify frankly before the
Court. During his examination in chief, he neglected to explain to the Court
that he was the registered owner of a tank truck and that he had entered into a
subcontract with the Payor. Second, counsel noted
that Frédéric Lepage testified that he transferred the shares to his
father in 2005 when he returned to school in Québec. The tax return and the
notes in Ms. Bérubé's file show that the Appellant was the owner of all
shares issued and outstanding on April 30, 2004.
[55]
Counsel for the
Respondent explained to the Court that the scheme used to achieve priority
status with Transporteurs en vrac de Rimouski Inc. was thought up by the
Appellant, not his son. In her view, the evidence showed that the Appellant was
the directing mind of the Payor during all the periods of employment in issue.
[56]
She argued that the
Respondent discharged the burden of proof on a balance of probabilities on the
alternative ground raised at the start of the trial. With regard to the initial
ground referred to by the Minister in making his decision on the insurability
of the Appellant's employment, she stated that the Appellant's employment was
not similar to that of Mr. Ross. She said that the Appellant's ROE
indicated that he was both a dispatcher and a truck driver, whereas
Mr. Ross was only a driver. She stated that it would have been preferable
for Mr. Ross to testify to establish his terms and conditions of
employment, which the Appellant used as a basis for comparison. For all these
reasons, she asked the Court to dismiss the Appellant's appeal.
[57]
I consider it important
to deal with the alternative grounds raised by counsel for the Respondent in
support of the decision made by Ms. Bérubé after reviewing the Appellant's
appeal file. On the main ground, I find that the Appellant has proved on a
balance of probabilities that his employment was similar to that of
Mr. Ross, a person dealing with the Payor at arm's length.
[58]
Ms. Bérubé's
decision reads as follows:
[translation]
We have determined that this employment was not insurable for the
above‑mentioned periods. After reviewing the
terms and conditions of employment, we are of the opinion that a similar
contract of employment would not have been entered into if the employee and the
employer had been dealing with each other at arm's length.
This decision has been made under subsection 93(3) of the Employment
Insurance Act and is based on paragraph 5(2)(i) of the Employment
Insurance Act.
[Emphasis added.]
[59]
The decision is in the
first sentence of the quotation. In short, Ms. Bérubé concluded that the
Appellant's employment was not insurable during the periods in issue referred
to in her decision. The rest of the quotation discusses the reasons for the
decision.
[60]
I note that Dany Leduc,
the lawyer who was handling the Respondent's file before the trial, sent a
letter to counsel for the Appellant on May 14, 2008, stating that, at the
trial, the Respondent might make an alternative argument in support of the
Minister's decision. Mr. Leduc stated that the alternative argument would
be that the Appellant controlled more than 40% of the Payor's voting shares. A
copy of the letter was filed with the Court. Counsel for the Appellant could
not have been taken by surprise when counsel for the Respondent made that
alternative argument at the start of the trial. However, since these are new
grounds, I find that the Respondent has the burden of proving on a balance of
probabilities that the Appellant controlled more than 40% of the Payor's voting
shares.
[61]
Has the Respondent
discharged this burden of proof? I find that he has. Obviously, there can be no
direct evidence that the Appellant actually exercised control without an
admission by the Payor's shareholders.
[62]
The Court could tell
from Gaétane Beaulieu's testimony that she knew nothing about the
management or operation of the Payor. By her own admission, she did not know
the type of documents she put in a folder to give to the Payor's outside
accountant. She did not know that she did not acquire her shares from
Frédéric Lepage but subscribed for them instead. I conclude that she
signed the documents the Appellant asked her to sign. In my opinion, someone
responsible for managing a company could easily say whether the documents she
filed were invoices for services rendered or invoices for expenses paid. She
was not in charge of either bank deposits or the employees' pay. She simply put
documents in a folder that she gave to the accountant once a week. During her
testimony, she admitted several times that she knew nothing about the Payor's
activities. She was a very recalcitrant witness for the Respondent.
[63]
I had a great deal of
difficulty with Frédéric Lepage's testimony. The story about how he wanted
to become the owner of the Payor seemed to be one he had learned by heart. He
said that he transferred the shares to his father when he went back to school
in 2005, whereas the file Ms. Bérubé had in front of her showed
that Frédéric Lepage was the sole shareholder at the end of 2004.
During his examination in chief, he neglected to explain to the Court that he
had a truck registered in his name.
[64]
He explained the
existence of that truck only in re‑examination after his tax returns
filed by Ms. Bérubé showed that he had a subcontract with the Payor.
Counsel for the Respondent asked him several times whether he had benefited
from the shares or from his management of the Payor. During his examination in
chief, he answered no several times. In re‑examination, his explanation
was that the question related only to the Payor's activities and not his
personal activities. However, he had a large subcontract with the Payor that
required him to pay it $35,000 in 2002. In my opinion, Frédéric Lepage did
not want to explain this arrangement during his examination in chief because it
was part of a scheme, which his father knew very well, to appear twice on the
list of Transporteurs en vrac de Rimouski Inc. I find by inference that
the Appellant was the directing mind of that scheme.
[65]
When I asked him how he
acquired the truck, he explained that the truck was purchased for the modest
sum of $500. Major repairs to the tank truck were done entirely under his
father's control.
[66]
Frédéric Lepage
had no licence to drive that truck or the Payor's truck. He explained to the
Court that one of the Payor's employees had to come and pick him up and drive
him to the Payor's premises.
[67]
After hearing all the
evidence, I find that the Appellant exercised actual control over the Payor's
voting shares owned by Gaétane Beaulieu, his common‑law partner. I
also find that he had significant control over the shares owned by his son. He
was the directing mind of the Payor during all the periods of employment in
issue.
[68]
For these reasons, I
dismiss the Appellant's appeal.
Signed at Ottawa, Canada, this 1st day of
December 2008.
"Robert J. Hogan"
Translation
certified true
on this 19th day
of January 2009.
Brian McCordick,
Translator
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