Search - consideration

Either Morris alone or Morris together with Gold Prop agreed to purchase certain lands from the City for a total consideration of $123,000. ... The following is the entire content of Exhibit R-1: WHEREAS Goldenberg and 739679 are desirous of entering into a joint venture agreement with respect to the purchase and development of lands known as Pond Mills, Blocks K & P (the "Lands"); NOW THEREFORE in consideration of the mutual covenants hereinafter set out and the sum of ONE DOLLAR ($1.00) paid by each of the parties to the other party, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows: 1. ...

They have certainly shown that the respondent left very important elements out of his review and analysis, thus opening the door to this Court’s intervention to assess all of the evidence. [39] As a result of the effort and energy they devoted to showing that the determinations did not take into account all the time the appellants spent on their work, a number of questions were raised about the data entered in the payroll record; the uniform number of hours worked as set out in that record and the drastic changes from one period to another called for explanations that were never provided. [40] Now, as I noted above, the appellants had to show on the balance of evidence that their records of employment for the periods at issue corresponded to and were consistent with both the work performed and the hourly wage indicated. [41] Instead, it was brought out at the hearing that the records of employment issued on the basis of the payroll records were shaped by a variety of considerations, such as unemployment insurance benefits, compensation for the remoteness and isolation of the driving school in St-Pamphile and also incentive bonuses taking into account responsibility for the office. ... It thus departed from the fundamental terms of a contract of service, which does not allow for such flexibility. [68] An employee under a genuine contract of service where a real relationship of subordination exists and where the performance of the work is subject to the payer’s power to control must be paid solely on the basis of the work performed at the agreed rate; there is no room for other considerations such as generosity or accommodation. ...

During that entire time, he was on the payer’s payroll from August to December of each year and was paid $300 a week. [20] With regard to the appellant Larissa Bélova, the Minister relied on the following facts in making his decision: [TRANSLATION] (a) the payer is a workers’ co-operative; (admitted) (b) at the beginning of the period at issue, the payer’s board of directors was made up of Robert Lanthier, Monique Lanthier, Pierre David and Gilles-Laurent Martin; (admitted) (c) the appellant became a member of the board of directors on July 6, 1994, replacing Pierre David; (admitted) (d) on July 15, 1994, the appellant subscribed for 250 shares worth $10 each; (admitted) (e) the appellant never provided any consideration for her shares in the payer; (denied) (f) during the period at issue, the appellant received 100 more shares in exchange for costumes, equipment and choreography and 30 additional shares for spending time at the flea market; (admitted) (g) on December 18, 1994, the appellant resigned from the payer’s board of directors and gave up all of her shares; (admitted) (h) during the period at issue, the payer ran a dinner theatre in the municipality of Val-David; (admitted) (i) the appellant served as the payer’s artistic director during the period at issue; (admitted) (j) the appellant also took part in the shows as a dancer; (admitted) (k) during that period, the payer put on one show a week, on Saturday evenings; (admitted) (l) seven or eight performers took part in the variety show (music, dance, singing); (admitted) (m) the appellant and her spouse ran their own theatre business under the firm name “The Moscow Show”; (admitted) (n) the appellant was paid $400.00 a week in cash; (admitted) (o) the payer also paid The Moscow Show $450.00 per show; (denied) (p) the business of the appellant and her spouse bore the cost of part of the costumes, music, props and performers’ fees; (denied) (q) the business of the appellant and her spouse paid for and retained ownership of part of the costumes; (denied) (r) during the period at issue, there was no contract of service between the appellant and the payer. ... Bélova, she provided as consideration for the shares costumes she had made. ...

According to White, consideration was being given (and cost estimates made (Exhibit A-15)) to moving one of the Walnut houses to Richardson or perhaps to Bruce because he could raise more money by putting the Walnut houses on separate lots. ... The Appellant and White both say that these undertakings were not related to severances and possible sale but reflected financial considerations and requirements. [15] At first blush, there is an element of persuasiveness in the Appellant's position that the acquisition of the Garnham property was not motivated by resale. ...

Rather, the Act contains both objective elements- embodied in the reasonable person language- and subjective elements- inherent in individual considerations like "skill" and the idea of "comparable circumstances". ... The education and business experience of the Appellant militates against him in his due diligence defence but in my opinion that is offset by the other considerations discussed above. 7. ...

On behalf of the appellant stress was also laid on the admitted fact that the consideration flowing from Orchan represented fair market value. ... " (underlining by the undersigned) [12] From these cases, parties are not dealing at arm's length when the predominant consideration or the overall interest or the method used amount to a process that is not typical of what might be expected of parties that are dealing with each other at arm's length. [13] Parties will not be dealing with each other at arm's length if there is the existence of a common mind which directs the bargaining for both parties to a transaction or that the parties to a transaction are acting in concert without separate interests or that either party to a transaction did or had the power to influence or exert control over the other. ...

No exhaustive list has been compiled and perhaps no exhaustive list can be compiled of considerations which are relevant in determining that question, nor can strict rules be laid down as to the relative weight which the various considerations should carry in particular cases. ...

Those provisions [5] read as follows: 66(12.6) Where a person has given consideration under an agreement to a corporation for the issue of a flow-through share of the corporation and, during the period commencing on the day the agreement was entered into and ending 24 months after the end of the month that included that day, the corporation has incurred Canadian exploration expenses, the corporation may... in respect of the share and within that period or within 30 days thereafter, renounce, effective on the date on which the renunciation is made or on such earlier date as may be set out in the form prescribed... to the person in respect of the share... those expenses incurred by it during that period. [9] Subsection 66(12.61) reads: "Where a corporation renounces an amount to a person under subsection (12.6): (a) the Canadian exploration expenses to which the amount relates shall be deemed to be Canadian exploration expenses incurred in that amount by the person on the effective date of the renunciation; and (b) the Canadian exploration expenses to which the amount relates shall, except for the purposes of that renunciation, be deemed on and after the effective date of the renunciation never to have been Canadian exploration expenses incurred by the corporation. ... Subsection 66(12.6) provides that where a person (Appellant) has given consideration ($300,000) under an agreement (Flow-Through Agreement) to a corporation (SC) for the issue of a flow-through share and, during the period commencing on the day the agreement was entered into [June 9, 1988] and ending 24 months after the end of the month that included that day [July 1, 1990] the corporation has incurred E, it may within that period or within 30 days thereafter, renounce effective on the date on which the renunciation is made or on such earlier date as may be set out in the form prescribed... to the person in respect of the share [Appellant] the amount of expenses incurred by it during that period. [16] All of the E and D were deemed to have been incurred by SC in the above described period. ...

In light of these additional considerations, the Court may adopt an interpretation in which the ordinary meaning is modified or rejected. ... Apart from tax considerations, it would have been foolish for the Gustafsons to have proceeded to construct their new home knowing it was not satisfactory- in the sense of being incapable of meeting the special needs of the appellant's husband- and, upon completion of construction, to undertake, forthwith, the necessary modifications in order to make it not only accessible but capable of permitting him to be as mobile and functional within the dwelling as possible considering the restrictions imposed by his disability. ...

No exhaustive list has been compiled and perhaps no exhaustive list can be compiled of considerations which are relevant in determining that question, nor can strict rules be laid down as to the relative weight which the various considerations should carry in particular cases. ...