Heald,
J:—This
is
an
appeal
from
a
reassessment
for
the
taxation
year
1967
by
which
the
respondent
added
to
the
income
of
the
appellant
the
sum
of
$76,846.62
described
in
the
form
T7
W-C
accompanying
said
reassessment
as
“profit
on
sale
of
land
and
buildings”.
In
1938,
Mr.
Nathan
Goodman,
the
eldest
of
five
brothers,
started
a
scrap
metal
business
in
Toronto,
an
important
part
of
which
was
the
salvage
of
used
automotive
parts.
In
1942
he
began
to
import
used
automotive
parts
from
the
United
States
for
resale
in
the
Canadian
market.
In
1945
he
was
joined
in
the
business
by
his
brother
Carl
and
in
1951
and
1952
by
his
brothers
Milton,
Irving
and
Samuel.
During
and
after
World
War
Il,
the
emphasis
shifted
from
scrap
metal
to
rebuilding
of
automotive
parts.
Up
until
1951,
the
businesses
of
the
brothers
were
operated
from
three
small
warehouses
on
Palmerston
Avenue
in
Toronto.
At
that
time,
a
property
was
purchased
on
McCaul
Street
and
their
operations
moved
to
that
location.
Beginning
in
1951,
the
Goodman
brothers’
partnership
was
carried
on
under
the
names
Aimco
Automotive
Parts
Company
(“Aimco”)
and
Amalgamated
Iron
and
Metal
Company
(“Amalgamated”).
In
1953,
the
Aimco
branch
of
the
brothers’
partnership
commenced
the
manufacture
of
unlined
brake
shoes
while
the
Amalgamated
branch
continued
in
the
scrap
metal
and
used
automotive
parts
business.
By
1959,
the
brothers’
businesses
had
expanded
to
the
point
where
they
were
operating
on
four
different
premises
within
Metro
Toronto,
one
of
the
premises
being
about
three
miles
distant
from
the
others.
The
brake
shoe
manufacturing
branch
of
the
business
was
prospering
and
expanding
in
spectacular
fashion.
By
1959,
the
sales
volume
for
both
businesses
had
risen
to
a
figure
in
the
order
of
two
and
one-half
to
three
million
dollars
annually.
A
major
problem
was
created
by
the
fact
that
one
business
was
three
miles
away
from
the
others.
Irving
Greenberg,
in
his
evidence,
estimated
that
their
costs
were
increased
by
5%
to
7%
because
of
the
rehandling
necessitated
by
not
having
all
of
their
locations
close
together.
Because
of
the
phenomenal
growth,
they
were
again
short
of
space
by
1959.
The
brothers
thus
concluded
that
they
would
have
to
find
a
new
and
larger
location
to
encompass
their
various
branches
and
that
it
was
not
in
their
best
interests
to
relocate
in
Metro
Toronto.
They
considered
that
it
was
“too
expensive
for
a
manufacturer
to
be
downtown”.
Accordingly
the
brothers
decided
that
they
should
look
for
property
in
the
general
area
of
Dixie
Road,
lying
immediately
to
the
west
of
Metro
Toronto
in
what
is
now
Mississauga.
Irving
Goodman
was
in
charge
of
finding
the
new
property.
He
testified
that
it
was
a
frustrating
experience
because,
for
their
purposes,
M-5
zoning
was
necessary
which
zoning
permitted
the
operation
of
a
scrap
yard.
He
finally
located
a
50-acre
parcel
on
Dixie
Road
just
west
of
Metro
Toronto.
He
had
looked
in
other
outlying
areas
such
as
North
York
but
they
were
not
satisfactory
because,
upon
investigation,
he
ascertained
that
they
would
not
be
able
to
obtain
satisfactory
zoning.
He
said
“We
were
looking
for
zoning”.
The
50-acre
parcel,
which
he
located,
was
unserviced
farm
land
in
an
area
where
there
were
only
one
or
two
industrial
buildings
within
a
five-mile
area.
On
June
2,
1959,
acting
on
behalf
of
himself
and
his
brothers,
he
made
an
offer
to
purchase
said
50-acre
parcel
from
one
Robert
Thomas
Jefferson,
a
farmer,
for
$102,500.
The
farmer
accepted
the
offer
and
the
deal
was
completed.
The
deal
involved
a
cash
payment
of
$35,000
with
the
balance
payable
over
five
years,
interest
at
6%.
A
number
of
conditions
were
attached
to
the
offer
to
purchase.
Two
of
these
conditions
were
as
follows:
(2)
That
the
lands
will
be
zoned
by
the
Township
of
Toronto
prior
to
closing
as
M-5
industrial.
(8)
The
purchaser
shall
have
the
right
to
a
partial
discharge
of
12.5
acre
parcels
upon
payment
of
$2,000.00
per
acre
on
account
of
the
principal
of
the
said
mortgage,
provided
that
such
parcel
to
be
discharged
shall
run
the
whole
depth
of
the
farm
and
provided
further,
that
the
parcel
upon
which
the
buildings
are
erected
shall
not
be
discharged
until
the
mortgage
is
paid
in
full.
Irving
Goodman
testified
that
at
about
the
same
time
as
they
were
acquiring
this
land,
he
and
his
brothers
were
discussing
estate
planning
with
their
lawyer
and
accountant.
It
was
decided
that
this
land
would
be
developed
to
create
income
for
their
estates
and
that
their
wives
would
finally
own
the
property
through
a
corporation.
This
corporation
would
build
and
lease
to
Aimco
and
to
anyone
else
interested.
Accordingly,
in
September
of
1959,
Irving
took
title
to
the
Jefferson
property
as
a
grantee
to
uses
with
a
first
mortgage
back
to
Jefferson
to
secure
the
unpaid
balance
of
purchase
price.
In
taking
title
in
his
own
name,
Irving
Goodman
said
that
he
was
acting
as
trustee
for
himself
and
his
brothers.
The
appellant
was
incorporated
by
Ontario
Letters
Patent
dated
October
2,
1959
with
the
following
objects:
TO
acquire
by
purchase,
lease,
exchange,
concession
or
otherwise
and
to
own,
operate,
maintain,
rent,
lease,
mortgage
or
otherwise
charge
or
encumber
lands
and
premises
being,
and
there
follows
a
description
of
the
50-acre
parcel
purchased
from
Jefferson
and
that
portion
of
the
downtown
property
previously
owned
by
the
brothers
and
used
in
their
business
at
319
Dufferin
Street
and
.
.
.
to
build
upon,
develop
and
improve
the
said
lands
and
premises
or
any
part
thereof
and
to
turn
the
same
to
account
as
may
seem
expedient,
and,
in
particular,
by
constructing,
re-constructing,
altering,
improving,
decorating,
furnishing
and
maintaining
the
building
or
buildings
built
or
to
be
built
on
the
said
lands
and
any
appurtenances
thereto
and
by
operating
and
conducting
the
said
building
or
buildings
on
the
said
lands
as
stores
and/or
offices
and/or
warehouses
and/or
factories
and/or
other
quarters
with
appurtenances
thereto
and
by
leasing
or
renting
the
said
building
or
buildings
or
the
said
lands
and
appurtenances
thereto
in
whole
or
in
part
and
to
fit
up
and
furnish
the
same
and
to
carry
on
the
business
of
an
owner
and
operator
of
the
said
building
or
buildings
thereon
generally;
Irving
Goodman
testified
that
he
got
the
zoning
changed
to
M-5
Industrial
before
the
closing
date
of
the
Jefferson
transaction
in
September
of
1959.
At
the
time
of
closing,
the
land
was
unserviced,
it
had
no
power.
Right
after
closing,
he
made
the
necessary
Hydro
arrangements
by
posting
a
$50,000
bond
with
Hydro
which
guaranteed
they
would
be
using
heavy
industrial
wattage
(3,000
KW).
In
November
of
1959,
the
appellant
corporation
acquired
title
to
the
Jefferson
property
on
Dixie
Road.
Title
was
taken
first
by
Irving
Goodman,
it
was
then
transferred
to
the
name
of
himself
and
his
brothers,
and
then
to
appellant
corporation.
The
reason
for
transferring
to
himself
and
his
brothers
was,
according
to
Irving
Goodman,
so
that
they
would
all
be
liable
on
the
mortgage
covenant.
The
original
purchase
price
($102,500)
was
the
price
shown
on
the
subsequent
conveyances
to
the
brothers
and
to
the
appellant.
The
five
shareholders
of
the
appellant
corporation
are
the
wives
of
four
of
the
Goodman
brothers
(all
except
Samuel
who
is
not
married)
and
Sidney
Friedland,
the
husband
of
the
Goodman
sister
and
thus
the
brother-in-law
of
the
Goodman
brothers.
In
November
of
1959,
appellant
commenced
surveys
and
soil
tests
in
preparation
for
the
construction
of
a
manufacturing
plant.
Preliminary
plans
and
specifications
were
completed
within
six
weeks
of
the
closing
of
the
Jefferson
land
transaction
in
September.
Construction
on
the
Original
building
began
in
December.
This
building
had
40,000
square
feet
and
was
designed
to
have
10%
of
the
space
for
offices
and
engineering
and
the
balance
to
be
used
by
Aimco
for
its
brake
shoe
manufacturing
operation.
The
building
was
completed
in
1961
and
occupied
by
Aimco.
An
addition
to
this
building
(24,000
square
feet)
to
be
used
as
a
warehouse
was
commenced
in
August
of
1961.
Construction
of
a
second
building,
also
leased
to
Aimco,
was
commenced
in
the
spring
of
1963.
This
was
an
even
larger
building
containing
some
80,000
square
feet
of
space
and
was
to
be
used
as
a
warehouse
and
for
manufacturing
purposes.
From
and
after
the
date
of
occupation
in
June
of
1961,
appellant
received
rental
from
Amalgamated
for
the
storage
area
at
the
rate
of
$500
per
month
and
rental
from
Aimco
at
the
rate
of
$1,000
per
month.
The
Aimco
rent
was
increased
to
$2,500
per
month
on
January
1,
1962
after
completion
of
the
warehouse
addition
to
the
first
building
and
was
further
increased
to
$3,000
per
month
in
1963.
After
completion
of
the
second
building
in
1964,
the
rent
to
Aimco
was
increased
to
$4,300
per
month
pursuant
to
a
lease
dated
December
1964
for
a
20
year
term.
This
lease
also
required
the
lessees
to
pay
all
taxes
and
insurance.
Torduff
thus
owned
the
two
buildings
which
it
erected
and
rented
out
and
the
50-acre
parcel
of
land
in
Toronto
township
on
which
the
buildings
were
situated
plus
the
Dufferin
Street
property
in
downtown
Toronto.
By
1965,
Torduff’s
rental
revenue
from
its
properties
amounted
to
about
$120,000
and
was
approximately
the
same
for
1966.
Its
net
income
before
income
taxes
was
in
the
order
of
$32,000
for
each
year.
Its
balance
sheet
for
1966
shows
that
the
buildings
on
the
said
Toronto
township
property
were
erected
at
a
cost
of
approximately
$600,000.
The
company
was
prospering
from
its
rental
income
and
was
very
easily
carrying
the
Jefferson
mortgage
payments
while,
at
the
same
time,
the
equity
of
its
shareholders
was
being
substantially
enhanced
each
year.
Irving
Goodman
says
that
he
and
his
brothers
were
quite
pleased
with
the
operation
of
Torduff;
that
it
was
accomplishing
its
original
intent
and
purpose
which
was
to
erect
and
lease
buildings
and
to
provide
investment
income.
He
was
most
positive
that
there
was
never
any
intention
to
sell
Torduff’s
property.
He
says
they
had
unsolicited
offers
to
purchase
from
time
to
time
but
they
never
entertained
any
thought
of
sale.
Neither
he
nor
his
brothers
nor
their
wives
had
any
dealings
in
real
estate
other
than
the
purchase
of
their
own
homes.
Other
than
their
own
homes
and
the
Torduff
industrial
properties,
none
of
them
had
any
other
interest
in
real
estate.
Meanwhile,
the
business
of
the
Goodman
brothers
was
continuing
to
prosper
and
expand.
In
1965,
total
sales
were
five
million,
by
1967
they
had
risen
to
eight
and
one-half
million.
By
1965,
the
businesses
were
being
operated
by
a
corporation
named
Aimco
industries
Limited
and
owned
by
the
five
brothers.
By
1967,
Aimco
was
very
profitable
but
was
becoming
very
short
of
cash.
Its
growth
rate
exceeded
its
cash
flow.
This
frequently
happens
with
rapidly
growing
businesses.
The
company
needed
more
money
for
inventories;
increased
sales
meant
increased
accounts
receivable.
By
1967,
the
company
had
reached
the
position
where
it
was
“at
the
end
of
the
line”
so
far
as
conventional
short
term
financing
was
concerned.
The
bank
had
gone
as
far
as
it
would
go
in
its
financing.
The
company
tried
the
insurance
companies
and
the
Industrial
Development
Bank
without
success.
A
friend
of
the
Goodmans,
one
Mandell,
a
director
with
F
H
Deacon
&
Co,
a
Toronto
brokerage
firm,
suggested
that
they
“go
public”
thereby
raising
by
public
subscription
the
monies
needed
to
continue
the
company’s
expansion
and
growth.
Thus,
in
the
fall
of
1967,
an
underwriting
deal
was
consummated
through
said
Deacon
&
Co,
as
a
result
of
which
a
two
million
dollar
debenture
offering
was
made
to
the
public.
In
the
course
of
the
underwriting
negotiations,
Deacon
&
Co
insisted
that
Aimco
Industries
Limited
become
the
owners
of
the
12-acre
portion
on
which
the
buildings
occupied
by
them
were
situated.
In
the
words
of
Irving
Goodman,
the
underwriters
“didn’t
like
the
idea
that
our
wives
were
the
landlords”.
Mr
Marvin
Mandell,
the
vice-president
and
a
director
of
Deacon
&
Co
and
the
officer
who
put
the
underwriting
deal
together,
said
that
when
his
company
found
out
that
Aimco
did
not
own
the
buildings
and
land,
they
became
concerned
about
“conflict
of
interest”
possibilities;
that
there
would
always
be
the
possibility
of
future
earnings
being
siphoned
off
by
substantially
increased
rents;
that
because
of
their
obligation
to
protect
potential
investors,
they
concluded
that
they
would
not
market
the
securities
unless
Aimco
were
to
own
the
land
and
buildings.
His
evidence
was
quite
positive
that
the
Goodmans
and
their
lawyers
were
advised
that
the
underwriting
deal
would
not
go
through
unless
the
land
and
buildings
were
first
sold
to
Aimco.
Irving
Goodman
testified
that
he,
his
brothers
and
their
wives
were
not
very
happy
about
this
turn
of
events
because
Torduff
was
proving
to
be
a
sound
and
a
profitable
investment.
However,
they
had
no
realistic
choice.
The
entire
future
of
their
businesses
was
at
stake,
the
cash
infusion
made
possible
by
the
debenture
issue,
was
essential
to
their
future
and
so
they
agreed
to
sell
both
buildings
and
the
12-acre
parcel
on
which
they
were
situated
to
Aimco
for
$660,000
which
was
the
figure
arrived
at
through
an
independent
appraisal.
It
is
the
profit
on
this
sale
from
Torduff
to
Aimco
in
1967
which
the
Minister
seeks
to
tax
as
profit
from
a
business
and
which
is
the
subject
matter
of
this
appeal.
After
the
sale
of
the
12-acre
parcel
to
Aimco
in
1967,
Torduff
continued
to
own
the
remaining
38
acres.
In
December
of
1969,
a
further
10
acres
was
sold
to
Ralph
Milrod
Metal
Products
Limited,
a
wholly
owned
subsidiary
of
Aimco.
Milrod
manufactured
original
equipment
parts
for
car
manufacturers.
Aimco
manufactured
automotive
parts
for
the
aftermarket.
The
two
businesses
were
closely
related
and
it
made
economic
sense
for
them
to
be
operated
from
adjoining
properties,
hence
it
made
sense
to
relocate
Milrod
from
its
premises
a
distance
away
to
the
property
adjoining
Milrod.
The
original
intention
was,
as
in
the
case
of
Aimco,
to
have
Torduff
build
Milrod’s
premises
and
rent
to
them.
However,
Milrod
expected
to
obtain
a
federal
grant
from
a
federal
board
known
as
The
Automotive
Assistance
Board.
It
was
a
condition
of
this
loan
that
Milrod
own
the
property
upon
which
the
premises
were
situated
and
this
circumstance
is
given
as
the
reason
for
the
sale
to
Milrod.
Milrod
has
erected
a
very
large
manufacturing
building
having
an
area
of
70,000
square
feet
on
these
premises
which
it
is
occupying.
The
remaining
28
acres
are
being
jointly
developed
by
the
appellant
and
one
Murray
Menkes,
a
Toronto
developer,
under
an
agreement
dated
April
2,
1971
(Exhibit
R-7).
The
purpose
of
this
agreement
is
“to
enter
into
a
Joint
Venture
for
the
purpose
of
developing
the
property
and
holding
same
for
investment
purposes”
(Exhibit
R-7;
page
8
thereof).
The
intention
is
to
develop
a
commercial
and
industrial
plaza
having
an
area
of
approximately
100,000
square
feet
in
the
first
instance.
The
Court
must
consider
the
true
nature
of
the
transaction
in
question
which
is
to
be
determined
from
the
taxpayer’s
course
of
conduct
viewed
in
the
light
of
all
the
circumstances.*
In
this
case,
appellant’s
objects
have
some
relevance;
they
indicate
no
intention
other
than
investment;
they
are
restricted
to
building
on
the
50-acre
parcel
on
Dixie
Road
and
on
the
parcel
downtown
on
Dufferin
Street
and
to
operating
and
leasing
said
buildings
as
stores,
offices,
warehouses
or
factories.
The
evidence
clearly
establishes
that
the
Dixie
Road
property
was
acquired
because
of
the
rapid
expansion
of
the
Goodman
businesses
and
the
urgent
need
for
additional
space.
It
was
made
a
condition
of
the
purchase
that
Industrial
M-5
zoning
be
obtained
which
would
permit
relocation
of
the
Goodman
businesses
there
and
this
re-zoning
was
obtained
before
the
purchase
agreement
was
consummated.
I
accept
Irving
Goodman’s
evidence
that
they
rejected
other
outlying
areas
because
they
could
not
obtain
the
proper
type
of
industrial
re-zoning
in
such
areas.
If
their
purpose
had
been
speculative,
I
think
they
perhaps
might
have
purchased
in
other
potential
growth
areas.
Counsel
for
the
respondent
asks
me
to
infer
a
trading
intention
from
the
fact
that
the
50-acre
parcel
was
a
much
larger
parcel
than
was
needed
for
expansion
of
the
Goodman
businesses.
On
the
other
hand,
Irving
Goodman’s
evidence
was
that
Jefferson
was
selling
the
whole
parcel
at
a
total
price;
that
this
50-acre
parcel
was
all
the
land
he
owned;
that
the
price
was
within
their
range
of
ability
and
that
he
assumed
the
businesses
could
expand
to
the
point
where
the
whole
parcel
could
be
used.
As
a
matter
of
fact,
subsequent
events
are
completely
consistent
with
an
investment
intention
as
opposed
to
a
trading
intention.
22
acres
of
the
total
houses
three
very
large
industrial
buildings
—
one
with
64,000
square
feet,
one
with
84,000
square
feet
and
one
with
70,000
square
feet
—
all
being
used
by
the
various
Goodman
businesses.
The
remaining
28
acres
are
now
in
the
process
of
being
developed
by
the
appellant
and
a
partner
(who
is
a
knowledgeable
developer
in
Toronto)
as
a
shopping
centre
plaza
and
is
being
held
for
investment
purposes.
Then,
I
attach
some
significance
to
the
fact
that
after
purchase
of
the
50-acre
parcel
in
1959,
appellant
immediately
took
steps
to
build
for
investment
thereon
—
preliminary
plans
were
immediately
prepared,
surveys
and
soil
tests
were
taken
at
once
and
construction
on
the
first
building
began
in
1959.
No
sooner
was
the
original
building
completed
in
1961
than
a
warehouse
addition
was
commenced.
Construction
was
begun
on
a
second
building
in
1963.
Upon
completion,
these
buildings
were
leased
to
the
Goodman
businesses.
The
strong
evidence
of
Irving
Goodman
as
to
an
investment
intention
only
is
substantiated
by
the
appellant’s
course
of
conduct
throughout.
It
is
my
further
view
that
the
reasons
for
subject
sale
in
1967
to
Aimco
are
fully
explained
in
the
evidence
of
Irving
Goodman
and
Marvin
Mandell
which
evidence
I
accept
and
that
this
sale
does
not
in
any
way
indicate
a
trading
intention.
Counsel
for
the
respondent
is,
in
effect,
asking
me
to
infer
that
in
sale
in
1967
was
corroborative
of
a
secondary
“intention”,
ie
a
trading
intention
at
time
of
purchase
in
1959.
Respondent’s
counsel
also
refers
to
the
following
objects
in
appellant’s
character:
“to
build
upon,
develop
and
improve
the
said
lands
and
premises
or
any
part
thereof
and
to
turn
the
same
to
account
as
may
seem
expedient.
.
(italics
mine).
Counsel
for
the
respondent
is,
in
effect,
asking
me
to
infer
that
in
1959,
when
subject
property
was
acquired,
the
appellant
had
a
secondary
intention
to
sell
same
at
a
profit
at
some
time
in
the
future.
I
am
satisfied
on
all
the
evidence
before
me
of
appellant’s
course
of
conduct
that
there
was
no
such
secondary
intention.
Appellant
kept
the
entire
parcel
for
some
eight
years
during
which
time
substantial
buildings
were
erected,
long
term
leases
were
entered
into
and
substantial
rental
income
was
derived
therefrom.
The
circumstances
which
arose
in
1967
(Aimco’s
shortage
of
cash
and
the
need
for
public
financing)
could
not
possibly
have
been
foreseen
some
eight
years
earlier.
As
Noël,
J
(now
the
Associate
Chief
Justice
of
this
Court)
said
in
Racine,
Demers
and
Nolin
v
MNR,
65
DTC
5098
at
5103:
To
give
to
a
transaction
which
involves
the
acquisition
of
capital
the
double
character
of
also
being
at
the
same
time
an
adventure
in
the
nature
of
trade,
the
purchaser
must
have
in
his
mind,
at
the
moment
of
the
purchase,
the
possibility
of
reselling
as
an
operating
motivation
for
the
acquisition;
that
is
to
say
that
he
must
have
had
in
mind
that
upon
a
certain
type
of
circumstances
arising
he
had
hopes
of
being
able
to
resell
it
at
a
profit
instead
of
using
the
thing
purchased
for
purposes
of
capital.
.
.
.
Learned
counsel
for
the
respondent
conceded
that
his
position
would
be
weak
indeed
if
the
only
intention
to
be
considered
was
the
intention
of
Aimco.
However,
he
submits
that
the
appellant
had
a
different
intention,
that
is
to
say,
it
did
not
only
have
an
investment
intention.
I
do
not
agree
with
this
submission.
In
my
view,
appellant’s
intention
is
clear
from
its
course
of
conduct
which
completely
excludes
a
secondary
intention.
I
am
satisfied
on
the
evidence
that
the
intention
of
the
Goodman
brothers
was
the
intention
of
the
wives.
A
case
involving
similar
facts
was
decided
by
my
brother
Gibson,
J
in
favour
of
the
taxpayer.
This
was
the
case
of
Cohen
v
MNR,
[1970]
CTC
386
at
388,
389;
70
DTC
6244
at
6246.
It
is
interesting
to
note
that
there,
as
here,
the
site
purchased
was
larger
than
was
needed
for
the
purposes
of
the
new
factory;
there,
as
here,
the
objects
in
the
charter
were
restricted
to
the
acquisition
of
the
land
and
the
construction
of
a
factory
on
it;
there,
as
here,
the
wives
of
the
principals
of
the
business
were
the
shareholders
in
the
building
company.
The
relevant
portion
of
the
judgment
of
Gibson,
J
is
as
follows:
Considering
the
whole
of
the
evidence,
the
decision
of
fact
I
make
in
this
case,
is
that
GMG
Building
Corporation
Limited
was
not
in
the
business
of
buying
and
selling
land
and
did
not
purchase
the
subject
land
for
resale
at
a
profit.
The
sale
of
the
first
parcel
of
this
land
to
Craig
of
approximately
one
half
of
the
purchased
parcel,
was
a
sale
of
the
part
that
was
excess
to
GMG
Building
Corporation
Limited’s
requirements
and
constituted
a
recouping
of
part
of
the
capital
cost
of
the
acquisition
of
this
asset
and
therefore
was
not
part
of
a
transaction
that
should
be
characterized
as
an
adventure
in
the
nature
of
trade.
As
to
the
remaining
part,
in
my
view
at
all
material
times,
there
was
a
bona
fide
intention
on
the
part
of
GMG
Building
Corporation
Limited
through
these
three
men
and,
through
them,
their
wives,
to
build
a
shoe
factory
on
the
site
and
to
cause
GMG
Building
Corporation
Limited
to
rent
it
to
Alpha
Shoe
Manufacturing
Co
Limited.
The
most
critical
fact
in
this
case
which
caused
this
intention
to
be
changed
was
the
suicide
of
Walter
Weihs.
This
caused
the
whole
programme
to
be
changed
for
the
other
two
men.
In
the
case
at
bar,
I
am
likewise
satisfied,
on
the
evidence,
that
at
all
relevant
times,
the
appellant’s
sole
intention
was
an
investment
intention
and
not
a
trading
one.
The
appeal
is
therefore
allowed
with
costs
and
the
appellant’s
assessment
for
the
1967
taxation
year
is
referred
back
to
the
respondent
for
reassessment
not
inconsistent
with
these
reasons.
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