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The maximum price or consideration at or for which the shares without nominal or par value may be sold is one dollar ($1) per share. 7. ... A review and evaluation of the evidence herein in its entirety establishes that the appellant did not adhere to its corporate objects in the course of its operation, and that, while there may have been evidence of occasional acts of charity on its part, nevertheless, from a consideration of its whole course of conduct, it fell far short of its original charitable aims. ...

In the agreement of October 2, 1944, by which Mrs “X” entered the firm, there is a recital in which she stated her willingness to become a partner” and render herself responsible for the liabilities (of the firm) in consideration of a share in the profits thereof”. ... I might here add that I think, for reasons which appear later, I do not propose to deal with the aforementioned item on its merits nor with the appellant’s defense that the Minister erred in assuming that the appellant obtained the said shares for nothing, whereas he had been given valuable consideration for them. ...

Later he continued: While the arrangements which were carried into effect at the meetings of the two companies on July 4 were made in advance and, no doubt, included settling the consideration to be paid for the depreciable assets, it was the bank and not Sheldon, Jr, either alone, or together with his associates, that was in command of the old company after June 21. ... While Collier, J did not specifically refer to the Buckerfield’s case in his reasons in Danalan Investments Ltd v MNR, [1973] CTC 251; 73 DTC 5210, his consideration as to whether or not three companies were associated was determined on the same approach. ...

Ayant cédé son option à Les Associés Houde Inc, il continua à aider les parties dans les discussions et rédaction de contrats. 3.11 Le prix des actions des quatre compagnies était de $1 et autres considérations. ... Une nombreuse doctrine et jurisprudence appuient cette disposition tel qu’il appert des paragraphes 386 à 390 du livre de MM André Nadeau et Léo Ducharme Traité de droit civil québécois, volume 9. 4.3.2 La these des appelantes réelles Les deux principaux arguments des appelantes réelles sont à l’effet: a) que considérant les états financiers des quatre compagnies du Dr Bernèche (paragraphe 3.06 des faits); considérant les propositions de faillite et la saisie-arrêt contre Les Meubles de Maskinongé Inc impliquant plus de $35,000 (paragraphe 3.07 des faits); considérant les garanties données par le Dr Bernèche pour la somme de $175,000 (paragraphe 3.11 des faits) relativement à la marge de crédit d’ailleurs dépassée à la banque (paragraphe 3.06 des faits), les actions des quatre compagnies du Dr Bernèche n’avaient aucune valeur, tel que l’a affirmé le comptable de Les Associés Houde Inc, M Nozetz (paragraphe 3.09 des faits), le contrat d’achat des actions des quatre compagnies (Exhibit A-2) pour $1 et autre considérations était conforme à la réalité; b) que considérant le contrat d’emploi (Exhibit A-3), la somme de $1,250 versée mensuellement, consiste en un salaire payé par Les Meubles de Maskinongé Inc au Dr Bernèche à titre de conseiller spécial pour permettre aux nouveaux administrateurs de prévenir ou du moins d’absorber plus facilement les problèmes de personnel provenant de près de 200 employés dont le Dr Bernèche était considéré comme le père depuis plus de 20 ans. ...

Chairman, as indicated by my learned friend, the law has evolved since the days of the early forties and prior thereto to the present day in the Courts evaluating what are the indicia to take into consideration to determine between a contract of or for services. ... That, coupled with the answer to the question, as I recall, Dean Hubbard agreed with the statement that I read to him about the minimum supervision, that there was that minimum supervision there but we are dealing with professional people.... my proposition to you, for your consideration, is what is important is not whether such control is factually exercised, but whether it is legally deposited with a purported employer.... ...

NOW THEREFORE in consideration of the premises it is agreed as follows:— 1. ... Counsel cited for the Board’s consideration the following: MNR v Leon et al (supra); Lagacé v MNR, [1968] CTC 98: 68 DTC 5143; Pallant v MNR, [1972] CTC 2378; 72 DTC 1321. ...

On the said 9th day of November, 1964, immediately after acquisition of its shares by the Appellant, Cairns sold to William L P Caldwell who had, since the death of Lawrence T Cairns, been the manager of Cairns, certain assets of Cairns as follows, for the consideration stated: Furniture, fixtures, equipment and vehicle $16,700 Stock-in-trade Cost as to be determined by joint inventory Accounts receivable Face amount with no reserves Goodwill $12,000 Prepaid expenses Pro-rated value. 9. ... In his 20 pages of Reply to the Notice of Appeal the respondent alleged, among other things, the following: (h) William L P Caldwell or Cairns Foodmarket Ltd paid the following amounts to the Appellant in full discharge of the said promissory note: Interest Principal Nov. 10, 1964— Mar. 30, 1965 $1,367.55 $ 8,457.16 Mar. 31, 1965 —Mar. 30, 1966 2,972.61 11,077.39 Mar. 31, 1966 — Mar. 30, 1967 2,024.81 14,075.19 Mar. 31, 1967 — Jan. 7, 1968 997.73 10,252.27 Jan. 8, 1968 — Mar. 12, 1968 323.52 14,670.25 $8,186.22 $58,532.26 (i) the Appellant deposited the said funds in its own bank account as they were received and appropriated them to its own use, and on its books entered them as accounts payable to Cairns, while Cairns entered such amounts as accounts receivable from the Appellant; (j) by book entry recorded May 30, 1965, the Appellant caused Chignecto Holdings Ltd to assume the Appellant’s debt expressed to be owing by the Appellant to Cairns in the amount of $60,120.21 and at the same time reduced by that amount a debt expressed to be owing to the Appellant by Chignecto Holdings Ltd; (k) after May 30, 1965, the Appellant continued to receive all amounts paid by William L P Caldwell or Cairns Foodmarket Ltd on the said promissory note and to appropriate such funds to its own use, and required Chignecto Holdings Ltd to express such amounts as owing to Cairns; (l) on or about January 1, 1968, Cairns transferred the said real property to Atlantic Properties Ltd for $42,580.00 at book value, no part of which amount was paid to Cairns or secured in any way; (m) the business of Cairns was wound up or discontinued between the time of the said transfer of its real property to Atlantic Properties Ltd and March 12, 1968, and Cairns has since that time carried on no business whatsoever, but has remained an inactive company; (n) Atlantic Properties Ltd was at all material times a corporation which was not dealing with Cairns or the Appellant at arm’s length because (i) all of these companies and Loblaw Companies Limited were related persons, within the meaning of subsections (5), (5a), (5b) and (5d) of section 139 of the Income Tax Act, and (ii) they were not dealing with each other at arm’s length in fact, within the meaning of paragraph (b) of subsection (5) of section 139 of the Income Tax Act; (o) the Appellant at all material times had control of Cairns and had its nominees on the board of directors of Cairns; (p) the transfer of the said real property by Cairns to Atlantic Properties Ltd was made pursuant to the direction of, or with the concurrence of, the Appellant for the benefit of the Appellant or as a benefit that the Appellant desired to have conferred on Atlantic Properties Ltd; (q) no payment has ever been made to Cairns on account of the promissory note or chattel mortgage or on account of the transfer of the real property to Atlantic Properties Ltd, and at no time has Cairns made any demand for payment; (r) the Appellant and Atlantic Properties Ltd did not, as consideration for the said assets incur any real or bona fide obligation to pay Cairns a sum of money, or make such promise that the Appellant, Atlantic Properties Ltd or Cairns intended would be fulfilled or enforced; (s) the said transactions whereby Cairns appropriated all payments made on the promissory note to the Appellant and transferred its real property to Atlantic Properties Ltd were part of an overall plan or scheme whereby Cairns would transfer all or substantially all of its assets either to the Appellant or to Atlantic Properties Ltd at the direction of or with the concurrence of the Appellant without the Appellant or Atlantic Properties Ltd being called upon to pay Cairns therefor, and to leave Cairns as an empty and inactive shell: (t) as a result of the appropriations of the payments on the promissory note between January 8, 1968 and March 12, 1968, amounting to $14,- 993.77, as hereinbefore more particularly set forth in paragraph (h), funds or property of Cairns in the amount of $14,993.77 were distributed or otherwise appropriated to or for the benefit of the Appellant, within the meaning of section 81(1) of the Income Tax Act; (u) had the transfer of the said real property been made to the Appellant rather than to Atlantic Properties Ltd, the result would have been that funds or property of Cairns in the amount of $42,580.00 would have been distributed or otherwise appropriated to or for the benefit of the Appellant upon the winding-up, discontinuance or reorganization of the business of Cairns, within the meaning of section 81(1) of the Income Tax Act, and the lesser of the amounts mentioned in section 81(1) would have been deemed to have been received by the Appellant as a dividend and all or a portion thereof would have been required to be included in the Appellant’s income in accordance with the provisions of sections 6(1) (a)(i) and 28 of the Act; therefore, since the said transfer was made to Atlantic Properties Ltd pursuant to the direction of, or with the concurrence of, the Appellant for the benefit of the Appellant or as a benefit that the Appellant desired to have conferred on Atlantic Properties Ltd, such aforementioned amount is to be included in the Appellant’s income under section 16(1) of the Act; (v) at all material times and at the end of its 1964, 1965, 1966, 1967 and 1968 taxation years Cairns had the following amounts of undistributed income on hand, within the meaning of sections 81 and 82 of the Income Tax Act: June 30, 1964 $54,418.03 March 30, 1965 $61,028.03 March 30, 1966 $63,055.03 March 30, 1967 $64,728.03 March 30, 1968 $65,579.03 of which amounts the sum of $49,718.03 was at all such times designated surplus, within the meaning of section 28 of the Act; (w) since the amount or value of the funds or property distributed or appropriated, as aforesaid, between January 1, 1968 and March 12, 1968, ie $57,573.71, was less than the amount of Cairns’ undistributed income then on hand, ie $65,579.03, the amount of the dividend deemed to have been received by the Appellant under section 81(1) of the Income Tax Act was that lesser amount, and only that amount is to be included in computing the Appellant’s income for the 1968 taxation year; (x) since Cairns’ designated surplus amounted to $49,718.03 at the time when the Appellant was deemed to have received the said dividend of $57,573.77, only such amount of the dividend as was not paid out of designated surplus is deductible under section 28(2) of the Income Tax Act when computing the Appellant’s taxable income for the 1968 taxation year. 16. ...

The balance of $16,199 was paid to Omer Lussier and Associates in 1966 in consideration for the preparation of a logging plan or feasibility study in respect of wood procurement rights that would be adequate to meet the wood requirements for the St Felicien plant, an outlay which the appellant also considers to have been a current deductible expense. 7 Counsel for the respondent, on the other hand, contends that the amounts of $60,000 and $16,199 disallowed were expended in the acquisition of timber limits and that they were capital in nature and not deductible. 8 For the 1967 taxation year (Appeal No 73-898) —By Notice of Reassessment dated October 5, 1973, an amount of $40,174.86 was charged to site investigation and deemed by the Minister to be the cost of acquiring a capital asset, and considered by him to be a non-deductible capital payment. 9 Counsel for the appellant contends that the amount of $40,714.86 is made up of several specific items. $25,000 of that amount represents a second payment made to London Paper Box Co Limited, and, for the reasons already given in respect of the 1966 payment to the said company, was considered by the appellant as a deductible current expense. ... Counsel referred also to stipulations of the Income Tax Act that the transactions whereby property is transferred from one owner to another must not be a sham if capital cost allowance on the transferred property is to be allowed, and that such capital cost allowance on a property must not be an artificial or unreasonable reduction of income. 50 One of the problems that arises in the consideration of the Italian operations under Soavex is not only the involvement of Gene and Bill Kruger, who are also the beneficial shareholders of the Kruger Pulp & Paper Limited family of enterprises, but also the participation of other Kruger enterprises, apart from Kruger Pulp & Paper Limited in the Italian operations. 51 It is on record that in 1965 the Kruger brothers' intention was to operate the Italian plants through Soavex, which was a separate legal entity owned beneficially by Bill and Gene Kruger. ...

In October 1974, the appellant sold the subject property for a consideration of $125,000. ... It seems to me that consideration must be given to the fact that most properties listed as comparable sales continue farming operations. ...

Mr Norbraten tendered for the Board’s consideration the relevant agreement for the services of the appellant, dated February 16, 1976. ...