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A.G. of Canada, 2015 QCCA 837-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission thin cap issues were not considered at time of paying a dividend The appellant, which was a wholly-owned Ontario subsidiary of a Quebec corporation ("CTI"), paid a $136 million dividend to CTI in connection with a "Quebec shuffle" transaction. ... In finding that the appellant could not retroactively rectify the dividend so as to be a stated capital distribution instead, and after noting (at para. 34) that AES and Riopel dealt with related parties committing an error in giving effect to a "legitimate corporate transaction for the purpose of avoiding, deferring or minimizing tax" and correcting "that error to achieve the tax consequences originally and specifically intended and agreed upon," Schrager JA stated (at para. 43): The payment of the 136 million dollar dividend to CTI was intended and was effected. … Reduction of capital was not intended. The unintended consequences of the dividend, by ricochet, resulted from the thin capitalization rules and was not part and parcel of the transaction. … There was no common intention of the parties regarding these rules as they were never contemplated and so cannot be the object of a meeting of the minds to which a court can give effect. ...

Bishop (1902), 4 TC 464 (HL)-- summary under Payment & Receipt Summary Under Tax Topics- General Concepts- Payment & Receipt no constructive receipt The taxpayer, a UK life insurance company which was managed in London and had foreign branch businesses, was assessed for interest and dividends which it received on foreign securities held in the hands of agents abroad, and which were reinvested abroad, on the basis that it received such income in the U.K. ... …If it means something differing from or short of an actual receipt, then it seems to me that a constructive receipt is not recognised by the Statute, which in using the word "received" alone, must be taken to have used it having regard to its ordinary acceptation. … I am not myself prepared to say that what amongst business men is equivalent to a receipt of a sum of money is not a receipt within the meaning of the Statute…. ...

Canada (AG), 2014 DTC 5080 [at at 7056], 2014 MBQB 59-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission attempt to rescind employment contracts, on the basis that employees had not satisfied scientific research & experimental development requirements, was retroactive tax-planning CRA had found that the applicant's research into solutions for Sick Building Syndrome based on air treatment qualified for scientific research and experimental development credits. ...

Slate Management Corporation v Canada (Attorney General), 2016 ONSC 4216-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission a generalized intent to achieve a s. 88(1)(d) bump was a sufficient basis to rectify in order to redo an amalgamation A purchaser (“SCC”) used a newly-formed AcquisitionCo (“GTA”) to acquire a Target (“HCC”). ... Hainey J noted (at para 13): … [T]his is not a case in which tax planning has been done on a retroactive basis. ...

., 2018 BCSC 1482-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission resolution for incorrectly calculated capital dividend rectified to reflect intention to clean-out CDA The petitioner, a Manitoba corporation with 24 shareholders, passed a resolution on November 20, 2015 that recited that “the company has a capital dividend account of the amount of $298,092”, declared a dividend in that amount “from the Company’s Capital Dividend Account pursuant to Subsection 83(2),” and directed the filing of a capital dividend election “in order to have the rules set forth in Subsection 83(2) … apply to the full amount of the dividend.” ...

Canada (Attorney General), 2025 ONCA 65-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission capital dividends were agreed to be paid in amounts that overlooked a CDA deficit: no rectification A plan was implemented for successive capital dividends to be paid up a chain of corporations so that the individual who was the ultimate shareholder could have a tax-free receipt of $1.4 million. ... …The corporate resolutions that were signed … accurately reflect the agreement. ...

PepsiCo, Inc v Commissioner of Taxation, [2024] FCAFC 86, aff'd [2025] HCA 30-- summary under Payment & Receipt Summary Under Tax Topics- General Concepts- Payment & Receipt there can be no payment by direction unless there is an antecedent obligation by the creditor to the third party A U.S. company (PepsiCo) entered into an “exclusive bottling appointment” (“EBA”) with an independent Australian bottling company (the “Bottler”) pursuant to which an Australian subsidiary of PepsiCo (the “Seller”) sold concentrate to the Bottler and PepsiCo granted the Bottler the right to use the Pepsi and Mountain Dew trademarks in connection with its sales of the soft drinks. Before finding that the payments made by the Bottler to the Seller were not derived by PepsiCo, so that the latter could not be subject to the Australian withholding tax on trademark royalties paid to a non-resident, Perram and Jackman JJ stated (at para. 40): It is well established that a direction by a creditor to a debtor to pay a third party constitutes a payment to the creditor. … Nevertheless, it is also recognised that there can be no payment by direction unless there is an antecedent monetary obligation owed by the Bottler to PepsiCo/SVC…. ...

Juliar, 2000 DTC 6589, 50 OR (3d) 728, 2000 CanLII 16883 (Ont CA)-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission The Court confirmed the decision of the trial judge, to rectify an agreement for the transfer by the appellants of half the shares of a company to a newly-incorporated holding company so as to reflect consideration that was treasury shares of the holding company rather than promissory notes, on the basis of the trial judge's finding that "the true agreement between the parties here was the acquisition of the half interest... in a manner that would not attract immediate liability for income tax" and a finding that the parties would have chosen to receive shares but for the mistaken belief of the advising accountant that the transferred shares had full cost base. ...

No. 1238, 2010 ONCA 233-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission corporation included in amalgamation based on mistake The applicant resulted from several corporations being amalgamated in order that the tax losses of some of the predecessor corporations could be accessed. ...

Canada, 2012 DTC 5042 [at at 6770], 2012 BCSC 132-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission 2nd rectification to avoid s. 75(2) taint The petitioners were trustees of a family trust which had been formed in order to permit capital gains on any subsequent sale of the shares of the private company with which the trust had been settled to be allocated amongst the children beneficiaries, thereby multiplying the utilization of the capital gains exemption. ...