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NOW THEREFORE this indenture witnesseth that in consideration of the mutual covenants herein contained the parties hereto covenant and agree each with the other as follows: 1. ... (Extract of Exhibit A-Q-1); (d) He knew Quadra had not bought the shares; (e) He arranged the entries in the book to try to meet the wording of the agreement: “The vendor has received certain consideration from the company.. ... In fact, even if it is ambiguous, it is not so false to say that “the vendor (Mahar) has received certain consideration from the company in payment for his partial equity” when it is understood that it was to pay Butcher’s debt. ...

In this respect, I will note that in that case consideration appears to have been given only to the question whether the damages for wrongful dismissal were income ‘from an office or employment’ within the meaning of ss 5 and 25 of the Income Tax Act (RSC 1952). No consideration appears to have been given to the broader question whether they might not be income from an unspecified source under the general provision of section 3. ... An amount received by one person from another (a) during a period while the payee was an officer of, or in the employment of, the payer, or (b) on account or in lieu of payment of, or in satisfaction of, an obligation arising out of an agreement made by the payer with the payee immediately prior to, during or immediately after a period that the payee was an officer of, or in the employment of, the payer, shall be deemed, for the purposes of section 5, to be remuneration for the payee’s services rendered as an officer or during the period of employment, unless it is established that, irrespective of when the agreement, if any, under which the amount was received was made or the form or legal effect thereof, it cannot reasonably be regarded as having been received (c) as consideration or partial consideration for accepting the office or entering into the contract of employment, (d) as remuneration or partial remuneration for services as an officer or under the contract of employment, or (e) in consideration or partial consideration for a covenant with reference to what the officer or employee is, or is not, to do before or after the termination of employment. ...

There was no evidence that I can recall that the agreement was supported by any consideration. ... I regard the $60,000 as having been received as consideration for the promise of the appellant to remain in the employment of the Company after the sale to Burke of Mr Alberts’ control block of shares. ... It might, and I think probably did, assuming still that there was such an agreement, represent in addition consideration for a promise to remain in the employment of the Company following a sale of control. ...

By an agreement dated June 1st, 1965 between Frank Merryth and the Appellant, Frank Merryth agreed in consideration of 100,000 shares of Bonanza Explorations Ltd to stake certain claims for the Appellant in the Slocan Mining Division in the Province of British Columbia. 4. ... By an agreement dated August 26th, 1965 the Appellant and Frank Merryth sold the option referred to in paragraph 5 and the four claims referred to in paragraph 6 to Bonanza Explorations Ltd (NPL) in consideration of 750,000 fully paid common shares, 100,000 of which were to be allotted to Merryth the remainder being allotted to the Appellant. 8. ... By an agreement dated February 17th, 1967, between Edward A Little and the Appellant, Edward A Little agreed in consideration of $25.00 per day to stake certain mining claims in the Kamloops Mining District of British Columbia. 4. ...

He claimed that the same situation exists in the appeal at bar because one could take into consideration the offer from third parties to buy the buildings which were eventually sold at a loss. ... Because it had already been taken into consideration as being a liability of Wentworth, it could not be allowed as a liability of the estate. ... As to the liabilities, taking into consideration sections 5, 6 and 30 of the Estate Tax Act, no deduction should be made because those liabilities did not become “unenforceable either before or after the death of the deceased”. ...

The Motion was granted. 4 Counsel for the respondent further moved to amend the said Reply to the Notice of Appeal to include among the statutory provisions on which he relied the provisions of 5(1), 6(1)(a), 6(3) and 8(1)(b) of the Income Tax Act, the last, 8(1)(b), referring to the allowance of the $200 as legal expenses. 5 The amendment which he was permitted to submit reads as follows: By reassessment made July 24, 1974, the appellant was allowed a deduction in computing his income for the 1972 taxation year in the amount of $200, which sum constituted an amount paid by the appellant as legal expenses incurred by the appellant in collecting his salary or wages owed to him by his employer, or former employer, in accordance with the provisions of paragraph 8(1)(b) of the Income Tax Act. 6 Paragraph 5 of the Reply was also amended to include the sections that I have just indicated. 7 The respondent's position is that the sum of $6,500, less legal costs, is income pursuant to subsection 5(1) by virtue of subsection 6(3) or, in the alternative, paragraph 6(1)(a) of the Income Tax Act. 8 Subsection 6(3) under the heading of “Payments by employer to employee” reads as follows: 6. (3) An amount received by one person from another (a) during a period while the payee was an officer of, or in the employment of, the payer, or (b) on account or in lieu of payment of, or in satisfaction of, an obligation arising out of an agreement made by the payer with the payee immediately prior to, during or immediately after a period that the payee was an officer of, or in the employment of, the payer, shall be deemed, for the purposes of section 5, to be remuneration for the payee's services rendered as an officer or during the period of employment, unless it is established that, irrespective of when the agreement, if any, under which the amount was received was made or the form or legal effect thereof, it cannot reasonably be regarded as having been received (c) as consideration or partial consideration for accepting the office or entering into the contract of employment, (d) as remuneration or partial remuneration for services as an officer or under the contract of employment, or (e) in consideration or partial consideration for a covenant with reference to what the officer or employee is, or is not, to do before or after the termination of the employment. ... Accordingly, he addressed himself in the 21 years of his employment to this very narrow field of specialization. 14 As quality control engineer he was obliged on occasion to exercise his authority in that regard if the product did not meet the required standards and this, apparently, was not well received by the parent company sales department, which was more concerned with sales volume than with the quality of the product. 15 He further stated that a year or so earlier he discussed with some of the officers of the company the question of the possibility of taking an early retirement at age 60, and suggested to them that consideration should be given to providing his department with a suitable future replacement in sufficient time to enable the appellant to train him for the job. ... NOW, KNOW ALL MEN BY THESE PRESENTS that I Pollard, in consideration of the payment to me by Pirelli of the sum of $10,326.84, the receipt whereof I hereby acknowledge and delivery by Pirelli of the undertaking attached hereto, do hereby remise, release and forever discharge Pirelli and its predecessor Companies of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims and demands whatsoever which against Pirelli or its predecessor Companies I, Pollard, now have or which I or my personal representatives hereafter can, shall or may have for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the present time and in particular, without in any way limiting the generality of the foregoing, for or by reason of or in any way arising out of my employment with Pirelli or its predecessor Companies... 24 Upon execution of the said Release by the appellant he received the sum of $6,500 and paid his solicitor the sum of $200 in respect of legal costs. 25 In filing his income tax return for the taxation year 1972, the appellant included in his income the sum of $3,892.84, the amount of the original cheque mentioned earlier, but not the above sum of $6,500. 26 Learned counsel for the respondent argued that this was an additional payment of salary in lieu of notice and was referrable to the agreement mentioned in subsection 6(3) of the Act into which must be read an implied term that notice of termination must be reasonable notice in terms of time or payment of salary in lieu thereof. 27 He cited a number of cases, of which the principal one was the case of Quance v Her Majesty the Queen, [1974] C.T.C. 225, 74 D.T.C. 6210, in support of his argument. 28 With deference to the very able submission by counsel for the respondent, I do not think the authorities cited in that situation are decisive with regard to the issue herein. 29 The facts in the Quance case are substantially different from the facts in the instant appeal. ...

Whereas the VENDOR hereby sells to the PURCHASERS, hereto accepting, the eighty-five and one-third (85%) preferred shares and forty-four (44) common shares for the-aggregate price and consideration of Twenty- Five Thousand Dollars ($25,000.00), payable at the date of the signing of these presents: and 3. ... WHEREAS the INTERVENANT-COMPANY shall furthermore, in consideration of the said sale and purchase herein mentioned, pay unto the VENDOR a bonus in the sum of Twenty-Five Thousand Dollard ($25,000.00) on the date of signing of these presents, and which said sum shall represent full and final payment of all outstanding claims, either past, present or future, by the VENDOR against the INTERVENANT-COMPANY and, without limiting the generality of the foregoing, including all sums of monies owed to the VENDOR by the INTERVENANT-COMPANY; save and except what is hereinafter contained in the addendum hereto annexed as Schedule “A”, forming part hereof;” (c) on the instructions of the appellant, Blenda Construction Inc issued a cheque in the amount of $25,000 payable to Mr Raimondo Savo; At the hearing, the respondent proved the said subparagraphs (a), (b) and (c) of paragraph 2 of the reply to the notice of appeal of Mr Bazzotti. ...

My learned colleague Mr D E Taylor, in the case of Frederick Tim Smye v MNR, [1980] CTC 2372; 80 DTC 1326, set out quite fully the consideration to be made by the Board in dealing with cases of this kind, and I quote with approval his general summary of the situation at pages 2379 and 1331 thereof: Therefore, whether or not the Minister challenges the results of all transactions conducted under the brokerage house “buy” and “sell” arrangements, does not change the fact that the Minister in the appeals before the Board has challenged the bona tides ot these particular transactions, at least to the degree that evidence of “transfer” must be demonstrated. Neither the rationale for that challenge nor the results which flow from its determination are direct considerations for the Board in deciding the merits of the basis upon which the Minister has reassessed in these particular situations. ...

The shares were of zero value and the true consideration was payment in separation of his employment with the company and not in consideration for payment of shares. ...

Mr Duby came into contact with one Douglas Mitchell, and by agreement dated April 7, 1970 he sold to Mr Mitchell 100% of the DATA shares for the following consideration (I quote from the reply to notice of appeal): The purchaser agrees to pay as follows: 1) Cash payment upon execution of this agreement $30,000.00 2) Cash payment 30 days hereafter for distribution to staff 5,000.00 3) Cash payment August 1, 1970 15,000.00 TOTAL $50,000.00 PURCHASER further agrees to issue to Duby a promissory note for the term of one year in the sum of $32,200.00 to bear interest at the rate of 9 /4% per annum. ... TOTAL Consideration $160,000.00 3. The Appellant received a cash payment upon execution of the agreement in the amount of $30,000.00, plus a further $10,000.00, making a total payment of $40,000.00. 4. ...