Tremblay,
T.C.C.J.:—This
appeal
was
heard
on
November
29,
1991
at
the
City
of
Montreal,
Quebec.
The
last
document
was
received
from
the
parties
on
May
19,1992.
1.
Point
at
issue
Pursuant
to
the
notice
of
appeal
and
to
the
reply
to
the
notice
of
appeal,
the
point
at
issue
is
whether
the
capital
cost
of
a
building
purchased
in
1977
by
the
appellant
is
$975,750
as
contended
by
the
appellant
or
$550,260
as
contended
by
the
respondent.
The
vendor
of
the
building
was
Mr.
Dezider
Debnar,
an
individual
who
controlled
the
appellant
company,
either
personally
or
as
part
of
a
related
group.
The
appellant
contends
that
the
vendor
and
the
purchaser
dealt
entirely
at
arm's
length
with
each
other
and
therefore
the
capital
cost
is
$975,750.
The
respondent's
opinion
is
to
the
contrary:
they
did
not
deal
at
arm's
length
and
deemed
the
capital
cost
is
$550,260.
2.
Verbal
interlocutory
motions
At
the
beginning
of
the
trial,
counsel
for
both
parties
submitted
verbal
interlocutory
motions.
2.01
First,
counsel
for
Multibond
Inc.
advised
the
Court
that
he
was
informed
the
day
before
the
appellant
company
had
been
voluntarily
dissolved.
He
submitted
a
verbal
motion
to
amend
the
pleadings
to
add
Multibond
Inc.
as
a
new
party
to
the
appeal.
He
alleged
that
the
latter
was
the
last
and
only
shareholder
of
the
appellant
at
the
time
of
the
dissolution
and
therefore
has
a
legal
interest
to
continue
the
appeal.
2.02
Counsel
for
the
respondent
submitted
his
own
verbal
motion
to
have
Dural’s
appeal
dismissed
and
contested
Multibond’s
motion
to
become
a
new
party
and
its
legal
interest
to
continue
the
appeal.
The
Court
agreed
with
counsel
for
the
parties
that
written
submissions
be
given
concerning
the
motions.
3.
Evidence
on
the
substance
of
the
appeal
In
view
of
the
facts
that
both
parties
had
witnesses
from
out
of
town,
it
was
agreed
to
proceed
with
the
trial
and
hear
the
testimonies
the
same
day
on
the
substance
of
the
appeal
prior
to
any
decision
by
the
Court
on
the
interlocutory
motions.
Moreover,
the
parties
filed
the
following
exhibits:
A-1
A
book
of
documents
with
Tab
1
to
Tab
36;
A-2
Supplementary
letters
patent
issued
to
Dural
on
January
28,
1965;
A-3
Notes
from
the
Master
file
of
the
Minister
of
National
Revenue
concerning
Interpretation
Bulletin
IT64;
1-1
The
T-2
1979
Income
Tax
return,
the
notice
of
reassessment,
notice
of
objection
and
notice
of
confirmation;
I-2
A
copy
of
IT-64R2;
A-4.
Counsel
for
Multibond
annexed
to
his
notes
of
arguments
22
documents
from
tab
1
to
tab
22.
They
will
be
considered
hereinafter
as
Exhibit
A-4.
These
documents
were
summarized
by
counsel
for
the
respondent
as
follows:
Tab
1
This
document
dated
June
30,
1981
reflects
the
decision
to
put
an
end
to
the
voting
trust
agreement
(see
tabs
11
and
17
of
A-1)
and
to
transfer
the
share
certificates
from
the
registered
holder
under
the
trust
agreement
namely
the
Royal
Trust
back
to
the
Debnar
Group
and
C.P.C.
Tab
2
This
document
dated
June
30,
1981
confirms
the
transfer
of
shares
to
Canadian
Foundry
and
the
election
of
a
new
Board
of
Directors.
Tab
3
The
new
Board
of
Directors
decided
to
continue
and
the
existence
of
Dural
under
Part
1A
of
the
Tab
4
Quebec
Companies
Act
which
decision
is
approved
by
the
sole
shareholder.
Tab
5
The
certificate
of
continuance
is
approved
by
the
Directors.
Although
this
certificate
of
continuance
has
not
been
filed,
we
accept
as
a
fact
that
Dural’s
status
was
effectively
continued
under
Part
1A
of
the
Quebec
Companies
Act.
Tab
6
On
or
about
June
1986,
Canadian
Foundry
presumably
sells
its
shares
of
Dural
to
132876
Canada
Inc.
that
is
305
common
shares
and
6,500
preferred
shares.
Tab
7
This
is
a
contract
dated
May
4,
1987
between
Dural
and
Multibond
and
also
132876
Canada
Inc.
which
provides
that
Dural
sells
its
inventory
to
Multibond.
The
sale
is
considered
as
a
bulk
sales
(une
vente
en
bloc)
(see
sections
4.1
and
4.2
pages
3
and
4
in
tab
7).
According
to
section
4.2
of
the
agreement
and
pursuant
to
section
1569
of
the
Civil
Code
of
Lower
Canada
an
affidavit
was
drawn
up
so
that
the
purchase
price
be
paid
to
various
creditors.
Without
the
affidavit,
we
do
not
know
if
Multibond
paid
anything
on
account
of
federal
income
taxes
out
of
the
purchase
price.
the
contract
also
provides
that
Dural
leases
to
Multibond
its
machinery
and
part
of
the
building
at
550
Marshall
Avenue
in
Dorval.
132876
Canada
Inc.
and/or
Dural
grants
an
option
to
Multibond
for
the
purchase
of
the
shares
in
Dural,
the
building,
machinery,
goodwill.
Tab
8
Multibond
approves
the
May
4,
1987
contract.
Tab
9
Dural
also
approves
the
May
4,
1987
contract.
This
document
resumes
very
well
the
text
of
the
contract.
Tab
10
This
document
should
have
probably
been
under
Tab
11.
The
document,
dated
October
5,
1987,
is
a
contract
of
sale
of
all
the
shares
of
132876
Canada
Inc.
in
Dural,
sold
to
Multibond.
The
document
under
Tab
6
shows
that
132876
Canada
Inc.
had
305
common
shares
and
6,500
preferred
shares
in
Dural.
Tab
11
This
document
shows
that
3,045
preferred
shares
of
Dural
were
issued
on
October
5,
1987
to
132876
Canada
Inc.
It
would
seem
inconceivable
that
these
shares
were
not
issued
prior
to
the
sale
contract.
We
conclude,
therefore,
that
the
sale
contract
under
Tab
10
transferred
the
ownership
of
305
common
shares
and
9,545
preferred
shares
of
Dural
from
132876
Canada
Inc.
to
Multibond.
This
seems
the
proper
conclusion
based
on
the
shares
certificates
that
are
filed
under
Tab
14.
Tab
12
Multibond
approves
the
sale
contract
under
Tab
10.
Tab
13
Dural
approves
the
sale
contract
under
Tab
10.
Tab
14
These
are
the
shares
certificates
of
Dural
issued
to
Multibond.
Tab
15
This
document
is
a
special
resolution
by
Multibond
the
sole
shareholder
of
Dural
which
decides
to
surrender
the
Dural's
charter,
to
part
with
Dural's
property
and
distribute
Dural's
assets.
Tab
16
This
document
is
a
resolution
by
the
Directors
of
Dural
to
transfer
the
building
at
550
Marshall
Avenue
“in
consideration
of
the
assumption
by
Multibond
of
all
the
outstanding
debts,liabilities
and
obligations
of
the
Company”.
Tab
17
This
document
is
an
unaudited
financial
statement
of
Dural
for
the
period
ending
December
31,
1987.
The
covering
letter
says
that
Multibond
has
assumed
the
debts
and
obligations
of
Dural.
There
is,
however,
no
corresponding
resolution
by
Multibond
which
confirms
this
assumption
of
debt
and
obligations.
The
balance
sheet
on
page
3
under
Tab
17
does
not
identify
the
assets
(for
example
we
do
not
know
what
happened
to
the
machinery
that
was
leased
to
Multibond
see
Tab
7)
and
does
not
identify
the
current
liabilities.
We
presume
that
there
is
also
a
clerical
error
on
page
3”
balance
sheet”
under
tab
17
in
respect
to
the
number
of
issued
preferred
shares.
The
document
reads
as
follows:
Share
Capital
Issued
653,045
(1986—650,000)
preferred
shares.
If
we
consider
tabs
6,
11
and
14
the
document
should
have
probably
read
as
follows:
Share
Capital
Issued
9,645
(1986
—
6,500)
preferred
shares.
Tab
18
This
document
is
Dural’s
petition
submitted
to
the
Quebec
authorities
to
surrender
its
charter
accompanied
by
a
notice
published
in
a
newspaper.
Paragraph
3
of
this
document
reads
as
follows:
That
the
debts
and
obligations
of
your
petitioner
have
been
duly
provided
for
or
protected.
Once
again
there
is
no
corresponding
resolution
by
Multibond.
Secondly,
the
terms
debts
and
obligations
are
not
defined.
There
is
no
specific
mention
of
income
taxes
that
might
be
determined
after
the
dissolution
for
taxation
years
prior
to
the
surrender
of
charter.
Tab
19
This
document
is
the
transfer
deed
for
the
building
at
550
Marshall
Avenue
in
Dorval
from
Dural
to
Multibond
as
an
incident
of
the
winding
up
of
Dural
(see
clause
3
on
page
2-3
and
clause
8
on
page
10
under
the
word
"consideration").
Clauses
1
and
2
of
the
deed
read
as
follows:
1.
That
in
anticipation
of
the
winding
up
of
the
transferor,
the
transferor
is
proceeding
to
part
with
its
properties
and
to
distribute
and
allocate
its
assets.
2.
That
the
transferee
is
the
sole
shareholder
of
the
transferor
and
as
a
result
of
the
winding
up,
the
said
transferee
is
entitled
to
all
of
the
property
and
assets
of
the
transferor.
These
two
clauses
are
only
descriptive
of
what
is
about
to
occur
namely
the
transfer
of
the
building.
Clauses
1
and
2
make
no
specific
reference
to
the
transfer
of
accounts
receivables,
no
specific
mention
of
income
tax
matters
or
that
Dural
has
transferred
its
right
in
any
litigation
(including
income
tax
litigation),
no
specific
mention
to
any
right
to
obtain
an
income
tax
reimbursement.
Tab
21
This
document
dated
March
6,
1991
from
the
Quebec
authorities
confirms
that
in
view
of
the
fact
that
Dural
has
no
debts
no
liabilities
that
it
is
dissolved
on
March
4,
1991.
Tab
22
This
an
extract
from
the
Quebec
Official
Gazette
concerning
the
dissolution
of
Dural.
4.
Some
basic
facts
related
to
the
interlocutory
motions
4.01
Dural
Products
Ltd.
(hereinafter
called
"Dural")
was
incorporated
on
October
23,
1952.
On
June
3,
1977,
Dural
acquired
the
building,
the
capital
cost
of
which
is
involved
in
the
substance
of
the
appeal,
from
Mr.
Dezider
Debnar
who
then
owned
129
out
of
195
shares
of
Dural.
Following
a
series
of
transactions
which
commenced
on
June
30,
1981,
Dural
became
a
wholly-owned
subsidiary
of
Multibond
Inc.
on
or
about
October
5,
1987
(Exhibit
A-4,
tab
10).
At
the
closing
of
the
business
of
Dural
on
December
31,
1987,
it
was
decided
that
the
latter
would
be
absorbed
by
Multibond
Inc.
In
the
course
of
its
winding
up
and
in
preparation
for
dissolution,
all
outstanding
debts,
liabilities
and
obligations
of
Dural
were
assumed
by
Multibond
Inc.
on
May
5,
1988,
pursuant
to
a
resolution
of
the
Board
of
Directors
of
Dural
in
accordance
with
the
provisions
of
the
Companies
Act
of
the
Province
of
Québec.
On
July
15,
1988,
Dural's
petition
is
submitted
to
the
Québec
authorities
to
surrender
its
charter.
In
paragraph
3,
one
can
read
what
follows:
.
.
.that
the
debts
and
obligations
of
your
petitioner
have
been
duly
provided
for
or
protected.
The
petition
is
accompanied
by
a
notice
published
in
a
newspaper
(Exhibit
A-4,
tab
18).
In
a
document
dated
March
6,
1991,
Québec
authorities
confirmed
that
in
view
of
the
fact
that
Dural
has
no
debt
and
no
liability,
it
was
dissolved
on
March
4,
1991
(Exhibit
A-4,
tab
21).
4.02
It
is
admitted
that
the
debt
concerning
the
reassessment
at
issue
was
paid
by
Dural.
5.
Appellant's
arguments
and
respondent's
reply
5.01
Incorporeal
moveable
property:
litigious
rights
5.01.1
It
is
respectfully
submitted
that
the
litigious
right
in
respect
of
the
legal
proceedings
commenced
by
Dural
prior
to
its
dissolution
constituted
incorporeal
property
of
Dural.
As
a
result
of
the
winding
up
and
dissolution
of
Dural,
that
litigious
right
became
the
property
of
its
sole
shareholder,
Multibond,
as
successor
to
all
its
rights
and
obligations.
It
is
submitted
that
Multibond
has,
therefore,
a
sufficient
interest
and
standing
to
be
added
as
a
party
to
the
present
proceedings
before
the
Court
and
to
continue
the
proceedings
commenced
by
Dural
prior
to
its
dissolution.
The
litigious
rights
were
incorporeal
moveable
property
owned
by
Dural
until
it
was
distributed
in
contemplation
of
the
dissolution
of
Dural.
The
right
of
ownership
is
perpetual
and
is
susceptible
of
alienation
under
the
Civil
Code
(article
406).
In
Martineau
P.,
Cours
de
Themis:
Les
Biens\
at
page
32,
one
can
read:
Lorsqu'il
y
a
aliénation,
le
droit
est
transféré;
ce
n'est
pas
un
nouveau
droit
qui
est
créé;
le
droit
antérieur
subsiste
mais
change
de
titulaire.
According
to
counsel
for
Multibond,
it
is
precisely
the
same
litigious
right
that
belonged
to
Dural
which
was
distributed
to
Multibond
in
contemplation
of
the
winding
up.
Referring
again
to
Martineau,
opus
citatus,
at
page
21:
.
.
.[la
corporation]
n’existant
plus,
elle
ne
peut
plus
être
propriétaire.
Alors
ses
biens
deviennent
la
propriété
des
actionnaires.
.
.
L’action.
.
.
ne'st
plus
un
droit
de
créance
mais
un
droit
réel
dans
les
biens
de
la
compagnie.
As
there
was
only
one
shareholder
at
the
time
of
the
winding
up
and
dissolution,
the
distribution
to
Multibond
was
not
complicated.
It
acquired
all
the
rights
in
properties.
5.01.2
Counsel
for
the
respondent
does
not
deny
in
theory
these
arguments
but
in
practice
he
submitted
three
argumentsagainst
their
application
in
the
present
case.
5.01.2
(a)
Pursuant
to
the
Financial
Administration
Act
(sections
66
to
69),
a
debt
due
to
the
Crown
cannot
be
transferred
to
a
third
person.
Section
67
of
the
said
Act
reads
as
follows:
67.
Except
as
provided
in
this
Act
or
any
other
Act
of
Parliament,
(a)
a
Crown
debt
is
not
assignable;
and
(b)
no
transaction
purporting
to
be
an
assignment
of
a
Crown
debt
is
effective
so
as
to
confer
on
any
person
any
rights
or
remedies
in
respect
of
that
debt.
R.S.,
c.
F-10,
s.
80.
“•Martineau,
P.,
Cours
de
Themis:
Les
Biens
(Reveu
Juridique
Themis,
Université
de
Montréal
:
Montréal
1973),
pages
16-21
and
30-34.
The
exceptions
provided
in
section
68
do
not
apply
in
the
present
case.
Counsel
for
the
respondent
submitted
that
at
the
time
of
dissolution,
Dural
had
no
debt,
no
obligation.
He
added:
No
document
clearly
establishes
that
Multibond
has
ever
assumed
or
discharged
any
of
Dural's
income
tax
debts
or
obligations
(past,
present
or
future);
no
document
clearly
establishes
that
Multibond
has
made
a
“stipulation
pour
autrui"
in
favour
of
the
Minister
of
National
Revenue;
No
document
clearly
establishes
that
Multibond
has
factually
paid
anything
in
respect
of
income
tax
or
that
it
is
susceptible
to
be
called
upon
to
pay
any
income
tax
in
this
case;
No
document
clearly
transfers
to
Multibond
any
rights
of
Dural
in
income
tax
matters;
there
is
no
specific
reference
that
Multibond
has
acquired
the
rights
of
Dural
in
any
litigation
involving
tax
matters;
there
is
no
transfer
of
any
right
to
continue
this
case;
no
transfer
of
a
right
to
obtain
a
tax
reimbursement;
5.01.2
(b)
The
second
argument
of
the
respondent
is
that
no
"cession
de
créance"
has
been
served
to
the
Minister
of
National
Revenue
pursuant
to
section
1571
of
the
Civil
Code.
It
reads
as
follows:
1571.
The
buyer
has
no
possession
available
against
third
persons
until
signification
of
the
act
of
sale
has
been
made,
and
a
copy
of
it
delivered
to
the
debtor.
He
may,
however,
be
put
in
possession
by
the
acceptance
of
the
transfer
by
the
debtor,
subject
to
the
special
provisions
contained
in
article
2127.
Moreover,
in
the
same
way
of
thinking,
even
if
an
exception
of
section
68
of
the
Financial
Administration
Act
would
apply,
a
notice
of
assignment
should
have
to
be
given
pursuant
to
section
69
of
this
Act.
It
reads
as
follows:
69.(1)
The
notice
referred
to
in
paragraph
68(2)(c)
shall
be
given
to
the
Crown
by
serving
on
or
sending
by
registered
mail
to
the
Receiver
General
or
a
paying
officer,
in
prescribed
form,
notice
of
the
assignment,
together
with
a
copy
of
the
assignment
accompanied
by
such
other
documents
completed
in
such
manner
as
may
be
prescribed.
(2)
Service
of
the
notice
referred
to
in
subsection
(1)
shall
be
deemed
not
to
have
been
effected
until
acknowledgment
of
the
notice,
in
prescribed
form,
is
sent
to
the
assignee,
by
registered
mail,
under
the
hand
of
the
appropriate
paying
officer.
R.S.,
c.
F-10,
section
82.
There
is
no
evidence
that
any
notice
of
assignment
was
served
to
the
Crown.
5.01.2
(c)
Finally,
counsel
for
the
respondent
submitted
a
third
argument:
Even
assuming
(which
we
do
not
admit)
that
upon
dissolution
Multibond
were
somehow
deemed
to
have
acquired
Dural's
litigious
rights,
Multibond
did
not
pay
anything
to
acquire
directly
such
litigious
right
and
consequently,
it
(namely
Multibond)
is
not
entitled
to
receive
more
than
what
it
paid
which
is
nothing
because
of
article
1582
of
the
Civil
Code
of
Lower
Canada
which
reads
as
follows:
OF
THE
SALE
OF
LITIGIOUS
RIGHTS
1582.
When
a
litigious
right
is
sold,
he
against
whom
it
is
claimed
is
wholly
discharged
by
paying
to
the
buyer
the
price
and
incidental
expenses
of
the
sale,
with
interest
on
the
price
from
the
day
that
the
buyer
has
paid
it.
5.02
No
prejudice
for
the
department
5.02.1
Counsel
for
the
appellant
submitted
what
follows:
Allowance
of
this
motion
will
cause
no
injury
or
prejudice
to
the
Minister.
It
would
be
consistent
with
the
legislative
scheme
contained
in
the
provisions
of
the
Income
Tax
Act,
R.S.C.
1952,
c.
148
(am.
S.C.
1970-71-72,
c.
63)
(the
"Act")
in
respect
of
the
winding
up
of
a
wholly-owned
subsidiary
(see
section
88).
It
would
also
be
consistent
with
the
position
of
the
Minister
in
these
matters
as
described
in
Interpretation
Bulletin
IT-488R
entitled
“Winding
up
of
90
Percent-
owned
Taxable
Canadian
Corporations".
In
matters
of
standing
and
continuation
of
suit
counsel
for
the
appellant
contended
that
an
interested
party
may
bring
and
continue
a
proceeding
commenced
before
the
dissolution
of
the
corporation.
To
base
his
contention
he
referred
to
the
following
cases
at
law:
The
Queen
v.
Simard-Beaudry
Inc.,
[1971]
F.C.
396,
71
D.T.C.
5511
(F.C.T.D.);
Sous-ministre
du
Revenu
du
Québec
v.
Brossard,
[1984]
C.A.
528;
Charm
of
Canada
Ltd.
v.
Clayman
and
Cameron,
[1949]
C.S.
127;
Canada
v.
S.F.
Enterprises
Inc.,
[1990]
1
C.T.C.
289,
90
D.T.C.
6195
(F.C.A.).
Counsel
for
the
appellant
also
referred
to
paragraph
33
of
Interpretation
Bulletin
IT-488R
dated
September
18,
1987,
which
reads
as
follows:
"Objections
and
Appeals
33.
Where
the
subsidiary
or
the
parent
disagrees
with
the
Department
about
the
balance
in
one
of
the
tax
accounts
of
the
subsidiary
which
flows
through
to
the
parent
on
the
winding-up,
for
instance
.
.
.
either
will
be
permitted
to
raise
the
issue
by
objecting
to
an
assessment
of
tax
.
.
.
notwithstanding
that
the
subsidiary
may
no
longer
exist.
The
same
is
true
in
respect
of
a
disagreement
over
the
amount
of
losses
of
the
subsidiary
provided
that
a
binding
determination
had
not
previously
been
made
under
subsections
152
(1.1)
to
(1.3).
5.02.2
Respondent's
Reply
5.02.2
(a)
Counsel
for
the
respondent
explained
that
there
are
two
forms
of
prejudice:
the
prejudice
"de
fait”
and
the
prejudice
"de
droit":
Multibond
is
not
attempting
to
amend
the
pleadings
to
allege
new
facts
which
in
most
cases
would
not
cause
a
prejudice
to
the
respondent
because
he
could
possibly
initiate
a
new
investigation
or
ask
for
an
additional
examination
for
discovery.
This
would
be
a
prejudice
"de
fait".
There
is,
however,
a
prejudice
"de
droit"
caused
to
the
respondent
if
he
is
called
upon
to
defend
his
notice
of
reassessment
when
the
taxpayer
is
no
longer
existent
(a
decision
made
voluntarily),
where
the
legal
existence
of
the
taxpayer
is
not
continued
in
law
by
the
third
party
(for
example
in
law,
the
Trustee
in
bankruptcy
continues
the
bankrupt;
an
individual
has
an
estate
but
not
a
corporation);
where
the
third
party
is
not
the
taxpayer
nor
susceptible
to
have
to
pay
any
amount.
There
seems
to
be
no
urgency
for
Dural
to
surrender
its
charter
and
if
it
had
been
truly
interested
in
the
outcome
of
the
tax
matter
it
could
have
either
acted
with
more
diligence
or
await
the
outcome
of
the
trial.
What
is
Multibond's
exact
and
distinct
prejudice?
Not
to
be
able
to
continue
the
case
initiated
by
Dural?
Why
should
Multibond
be
in
a
better
position
for
this
than
for
example,
a
person
to
whom
Dural
would
owe
money
(this
could
more
probably
happen
if
Dural
had
suffered
an
involuntary
dissolution)?
Once
again,
absence
of
prejudice
for
the
respondent
is
not
the
answer
to
the
various
motions
and
it
is
surely
not
the
answer
to
the
question
whether
Multibond
has
any
real
prejudice.
5.02.2
(b)
Concerning
the
scheme
of
section
88
of
the
Act
including
paragraph
33
of
Interpretation
Bulletin
IT-488R,
counsel
for
the
respondent
contended
that
it
applied
to
a
taxpayer,
to
a
person
who
has
been
assessed
and
has
tax
payable.
He
referred
to
subsection
248(2)
of
the
Act
which
reads
as
follows:
248.(2)
In
this
Act,
the
tax
payable
by
a
taxpayer
under
any
Part
of
this
Act
by
or
under
which
provision
is
made
for
the
assessment
of
tax
means
the
tax
payable
by
him
as
fixed
by
assessment
or
reassessment
subject
to
variation
on
objection
or
on
appeal,
if
any
in
accordance
with
the
provisions
of
that
Part.
He
made
the
following
comments:
This
section
makes
no
mention
of
the
situation
where
a
third
party
(not
assessed)
chooses
to
be
responsible
for
taxes
pursuant
to
other
laws
such
as
the
Companies
Act
or
Civil
law.
A
taxpayer
has
also
a
taxation
year
(section
249
of
the
Income
Tax
Act).
We
believe
also
that
a
taxpayer
is
given
the
exclusive
right
to
appeal
the
assessment.
We
believe
also
that
only
the
taxpayer
can
for
example
sign
a
waiver
pursuant
to
section
152(4)
of
the
Income
Tax
Act.
Quite
clearly
in
our
mind,
Multibond
is
not
the
taxpayer.
It
is
not
a
"person"
that
has
been
assessed
under
the
Income
Tax
Act
and
has
no
tax
payable.
Concerning
Canada
v.
S.F.
Enterprises
Inc.
referred
to
above
(5.02.1),
counsel
for
the
respondent
submitted
that
in
that
case
the
company
had
a
debt
to
the
department
of
Revenue
and
that
the
shareholders
involved
were
responsible
for
all
the
debts
of
S.F.
Enterprises
at
the
time
of
the
dissolution.
In
the
presentcase,
as
it
is
in
evidence
above
(4.02)
that
Dural
has
no
debt
to
the
respondent.
5.03
Counsel
for
the
appellant
also
submitted
what
follows:
Dismissal
of
this
motion,
on
the
other
hand,
would
result
in
a
denial
of
justice
in
that
Multibond
would
not
be
able
to
exercise
the
litigious
right
acquired
upon
the
dissolution
of
Dural.
This
argument
is
correct
if
the
respondent's
argument
related
to
sections
66
to
69
of
the
Financial
Administration
Act
is
wrong.
6.
Analysis
6.01
Unfortunately
for
the
appellant,
the
Court
does
not
see
how
it
can
avoid
the
application
of
the
Financial
Administration
Act
in
the
present
case.
Indeed,
the
potential
debt
of
the
respondent
in
case
the
appeal
would
be
allowed
cannot
be
transferred
to
Multibond.
Therefore,
Multibond
having
no
right,
it
cannot
invoke
a
denial
of
justice.
It
exists
no
legal
interest
to
continue
the
appeal.
This
argument
of
the
respondent,
in
my
view,
is
well
founded
and
therefore
Multibond's
motion
cannot
be
granted.
6.02
The
respondent's
motion
to
dismiss
the
appeal
on
the
basis
that
Dural
was
dissolved
is
allowed.
7.
Conclusion
The
appeal
is
dismissed.
Appeal
dismissed.
Email this Content