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(d) An equitable assignment of a future debt must be supported by valuable consideration. ... It is respectfully submitted that the transaction in question conforms to these particular tests, especially having regard to the intention to pass, as evidenced by the broker’s acknowledgement of the transaction; the specific identification of the bonds in question and the adequacy of the consideration tendered by the appellant as evidenced by the payment of $1,000 being the amount required to secure the bonds on margin. ...

In my view, when a debt is created from a company to a shareholder for no consideration or inadequate consideration, a benefit is conferred. ...

Background The basic facts are not in dispute and can be briefly summarized as follows: —The appellant is a Canadian corporation incorporated in Canada to carry on business; —The chief shareholder of the appellant is F Califano; — In 1970 the appellant acquired two parcels of real estate in the Township of Markham for a total consideration of $52,500; — Both of the said two parcels of real property were forcibly taken by the Department of Public Works of the Government of Canada on January 30, 1973; — By way of total compensation (exclusive of interest), the appellant received for the said forcible taking the sum of $96,512.69, which sum was received by the appellant in the following amounts on the following dates: Date Amount received 24 April, 1973 $27,321.89 10 October, 1973 15,108.00 12 October, 1973 19,262.00 28 July, 1974 22,614.00 10 May, 1975 12,206.80 — During ownership, the appellant had incurred certain carrying costs associated with the property. ... The Board has not been given a viable argument by counsel for the respondent which would allow for consideration of the payments at issue as other than “final”, and accordingly the argument of counsel for the appellant will be sustained. ...

The respondent states that, were one to stop one’s consideration of the “problem at this section, one could not say that the appellant was employed in Canada in 1973 and so the assessment as made could not stand. ... He submitted that there was no basis for an apportionment to enter into consideration of this matter. ...

On December 1, 1968, Faymor Chemicals Ltd sold its net assets to Faymor Chemicals (1968) Ltd for the sum of $186,947.09, and its goodwill for the sum of $713,052.91, a total consideration of $900,000.00; 14. ... In fact at the time of the planning, nothing was transferred to the children, since it was Faymor Chemical Ltd which made the sale to Faymor Chemical (1968) Ltd for valuable consideration, and the children were never mentioned in the contract of sale. ...

NOW THIS INDENTURE WITNESSETH that in pursuance of the premises and in consideration of the covenants, conditions and provisions hereinafter contained the parties hereto covenant and agree, each with the other, as follows: 1. ... The note reads as follows: IN CONSIDERATION of my husband, Ferdinand Henry Thiessen, conveying all of his interest in that parcel of land situate within the Municipality of Surrey in the Province of British Columbia and more particularly known and described as: Lot Three (3) of the West Half (W.V2) of the South West Quarter (S.W.%) of Section Twenty-seven (27), Township Eight (8), Plan 1083, New Westminster District, and conveying all of his interest in the broiler quota attached to the farm on those premises to myself. ...

Paragraph 146(1)(f) of the Act defines “premium’’ as follows: 146. (1) In this section, (f) “premium” means any periodic or other amount paid or payable under a retirement savings plan, (i) as consideration for any agreement referred to in subparagraph (j)(i) to pay an annuity, or (ii) as a contribution referred to in subparagraph (j)(ii) for the purpose stated in that subparagraph; Counsel for the respondent contended that the amount of $2,500 paid into a registered retirement savings plan was a premium, but that the amount of $2,500 withdrawn from the Plan was an annuity and a benefit. ... The trustee was not called upon, nor was it his intention, to provide any of the considerations referred to in paragraph 146(1)(j) of the Income Tax Act. ...

The Vendor shall from time to time, at the purchaser’s request and without further consideration execute, and deliver such other instruments of transfer, conveyance and assignment and such other action as the purchaser may require more effectively to transfer, convey and assign to and vest in the purchaser the renewal customer lists and files and to put the purchaser in possession of any property to be transferred, conveyed, assigned and delivered pursuant thereto. 10. ... Had some other course been taken for that purpose by the appellant in October 1971 at a cost of $150,000, the deduction might have been challenged and we might have had it for consideration. ...

The total consideration turned out to be $642,000. This sum was broken down among four items as follows: $432,000, $163,000, $3,000 and $44,000. ... By the same approach the respondent’s expert put all the maintainable earnings at a multiple of five times after, in his opinion, making the allowance for the considerable risk with respect to subsidies as well as to all other considerations. ...

Counsel for the appellant argued that in deciding this appeal, two main points should be taken into consideration: (1) in case of corporate residence, a company resides where its real business is carried on and where the central management and control actually abides; (2) it is purely a question of fact to establish where that is (De Beers). ... Counsel for the appellant then argued that according to the evidence adduced, there can be no question (1) that the appellant is resident in Nassau, and (2) it is not resident in Canada; that Mr Doyle was not a shareholder but a director and, as such, was not bound to comply with directions given by the shareholders; that the responsibility of the directors and officials of the company is to the company itself and their duties are controlled by the rules and constitution of the company; that, in the case at bar, the facts proven show that the management and control of the company were exercised and given to a substantial degree de jure and de facto within Nassau by its Bahamian directors; that even if Mr Doyle’s first steps to incorporate an off-shore company were taken in Canada, this cannot be taken into consideration because the bulk of the appellant’s business was carried out in Nassau. ...