Search - consideration

Tax in participating province (2) Subject to this Part, every recipient of a taxable supply made in a participating province shall pay to Her Majesty in right of Canada, in addition to the tax imposed by subsection (1), tax in respect of the supply calculated at the tax rate for that province on the value of the consideration for the supply. ... [39] [87]   With respect to the first question, the FCA further stated the following: The first question is simply to determine what services were provided for the consideration received. ...   [92] Furthermore, the Applicant submitted to the Court that the rule of “past consideration is no consideration” applies to this case. [42] The Applicant argued that the services provided to the issuers pursuant to the Program Agreement, and therefore before a Claim Card was signed, were past consideration. ...

(d) where at any time shares of the capital stock of a particular corporation are disposed of to another corporation (in this paragraph referred to as the “acquiring corporation”) for consideration that includes shares of the acquiring corporation’s capital stock and, immediately after that time, the acquiring corporation and the particular corporation are controlled by a person or group of persons who (i) controlled the particular corporation immediately before that time, and (ii) did not, as part of the series of transactions or events that includes the disposition, cease to control the acquiring corporation, control of the particular corporation and of each corporation controlled by it immediately before that time is deemed not to have been acquired by the acquiring corporation solely because of the disposition; [9] For paragraph 256(7)(d) to apply, the following three conditions must be met: (a) shares of the particular corporation (ProCap) must have been disposed of to another corporation (ProRé) as consideration for shares in ProRé; (b) immediately after the disposition, ProRé and ProCap must be controlled by a person or group of persons who controlled ProCap immediately before that time; and (c) the person or group of persons who controlled ProCap immediately before the disposition of shares did not, as part of the series of transactions or events that includes the disposition, cease to control ProRé. [10] To determine whether paragraph 256(7)(d) applies to the transactions carried out, the Court must, in particular, consider under what circumstances a person or group of persons may be considered to have control of a corporation when, in fact, no person individually holds the majority of the voting rights to elect the members of the corporation’s board of directors. ... Analysis [39] The first condition that must be met for paragraph 256(7)(d) to apply is that the shares of ProCap must have been disposed of to ProRé in consideration for shares of ProRé. [40] As previously indicated, ProRé did not technically issue shares of its capital stock as consideration for shares of ProCap. Instead, it issued to the MGIAs certificates of additional interest in its capital in consideration for the Class A shares of ProCap. [41] Although ProRé has no shareholders or share capital, subsection 256(8.1) of the ITA states that, for the purposes of subsections 256(7) and 256(8) of the ITA, (i) a corporation without share capital (in this case, ProRé) is deemed to have a capital stock of a single class, (ii) its members (the MGIAs) are deemed to be shareholders of the corporation and (iii) interest in the corporation of each of these participants is deemed to be the number of shares of the corporation’s capital stock that the Minister considers reasonable in the circumstances, having regard to the total number of participants in the corporation and the nature of their participation. [42] Subsection 256(8.1) of the ITA reads as follows: Corporations without share capital (8.1) For the purposes of subsections 256(7) and 256(8), (a) a corporation incorporated without share capital is deemed to have a capital stock of a single class; (b) each member, policyholder and other participant in the corporation is deemed to be a shareholder of the corporation; and (c) the membership, policy or other interest in the corporation of each of those participants is deemed to be the number of shares of the corporation’s capital stock that the Minister considers reasonable in the circumstances, having regard to the total number of participants in the corporation and the nature of their participation. [43] As appears from paragraphs 34 and 35 of the partial agreement on the facts, it is acknowledged that, in consideration for the transfer by the MGIAs of their shares in ProCap to ProRé, they have seen their respective participation in ProRé ’s capital increased by an amount equal to the market value of each of their Class A shares thus transferred. [44] Under subsection 256(8.1) of the ITA, ProRé is therefore deemed to have issued shares of its capital stock to the MGIAs in consideration for the transfer of the Class A shares that they held in ProCap. [45] In light of the foregoing, the MGIAs are deemed to have received shares of the capital stock of ProRé (the acquiring corporation) in consideration of the disposition of their Class A shares in ProCap (the particular corporation) to ProRé (the acquiring corporation) such that the first condition for the application of subsection 256(7) of the ITA is met in this case. [46] The second condition that must be met for the purposes of paragraph 256(7)(d) of the ITA is that immediately after the disposition by the MGIAs of the Class A shares in ProCap to ProRé, ProRé and ProCap must have been controlled by a person or group of persons that controlled ProCap immediately before that time. [47] As stated above, ProRé had neither capital stock nor shareholders. ...

Counsel next argued that, if the Court were to decide that the shares have been issued, they have not been validly issued as no valuable consideration was received by the company. ... It was also stated that their issuance is void and ultra vires, in view of the complete absence of consideration. ... I will then consider the question of the validity of the consideration given for them. ...

Justice Campbell concluded that Hurd PC made a single supply of orthodontic treatment to each patient for a single consideration or fee. ... Therefore, the question to be addressed is what was supplied by Aeroplan to CIBC for the consideration paid by CIBC?... ... Axelrod to his patients for the consideration (i.e., the fees) that they paid to him, or, in other words, what was the reason for the payment of those fees? ...

Each knew that the other did not provide the consideration which it purported to transfer. The expression for this used by one text book is that the consideration was “illusory”. ... Neither party to the alleged transaction of August 29, 1991 presented a representative to testify as to the consideration or knowledge of the consideration allegedly passing between the parties on August 29, 1991. ...

That letter still referred to cash plus share consideration as the consideration for the purchase of ATCOR shares. ... It delayed the closing schedule, indicated cash consideration for the purchase of ATCOR shares (with a vendor option to receive share consideration) and stipulated that the consideration would be paid on a tax effective basis for all parties. ... I am satisfied that commercial considerations alone drove this decision. ...

Newly-issued common shares of PMPL were then issued for nominal consideration to newly-incorporated Canadian holding companies. The Trusts each subscribed for shares in the holding companies for nominal consideration. ...     [208]   Another relevant consideration is that St. Michael was, from 1998 to 2002, an arm of an accounting firm. ...

I agree that, in appropriate cases, these may be reasonable and relevant considerations, though they cannot all be requirements, they must be weighed appropriately in the circumstances of each case, and none will be determinative. However, in this case their consideration does not lead me to conclude BBM has an unstated profit purpose ...   [52]     Caution needs to be taken with the Bulletin’s consideration of whether the operations are operated in a normal commercial manner. ...

Invoking the provisions of paragraph 7 contained in its letter of April 9 on May 4 it elected to cancel the rights of Placrefid granted in the letter of April 6, 1979 in consideration for a payment of the sum of $250,000. ... In consideration of the foregoing payment all of Placrefid options or rights acquired pursuant to its negotiations with Mirlaw were cancelled and terminated. ... The payment in the amount of $250,060, according to his pretention [sic], received by the appellant in consideration for this cancellation constituted profit from an adventure in the nature of trade. ...

The exact repayment schedule shall be determined at that time. [10]         In the body of the note dated November 15, 2007, it is stated: I, Nicholos Austin, of the City of Toronto, in the Province of Ontario, for valuable consideration, do hereby promise to repay Osborne G. ... The exact repayment schedule shall be determined at that time. [11]         In the body of the note dated April 29, 2008, it is stated: I, Nicholos Austin, of the City of Toronto, in the Province of Ontario, for valuable consideration, do hereby promise to repay Osborne G. ... Austin says he signed in the office of the Appellant, all state: I, Nicholos Austin, of the City of Toronto, in the Province of Ontario, for valuable consideration, do hereby promise to repay Osborne G. ...