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BETWEEN: BRUCE LAWRENCE, Executive, of 301—14th Street North West, in the City of Calgary, Province of Alberta, (hereinafter called the “Lessor”) OF THE FIRST PART AND: SPRUNG INSTANT STRUCTURES LTD, a body corporate, duly incorporated under the laws of the Province of Alberta, and having an office at 1001—10th Avenue South West, in the City of Calgary, Province: of Alberta, (hereinafter called the “Lessee”) OF THE SECOND PART WHEREAS the Lessor owns the units of equipment described in the Schedule annexed hereto; AND WHEREAS the Lessee wishes to lease the units of equipment from the Lessor on the terms and conditions hereinafter contained: NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the rental payments set out in the Schedule hereto, and other good and valuable consideration, the parties hereto covenant and agree as follows: 1. ... He did not suggest that those cases were the same as or similar to this appeal, but rather submitted that when the issue in this appeal was being considered, the same consideration should exist as those cases set forth. ... I cannot see a person spending $28,000 or $100,000 on an asset, even if there were tax shelter consideration, to gain 12 per cent on his investment for one year (let alone six months). ...

The definition of the words "‘manufacturer’’ and "‘manu- facture’’ has been given some consideration in the courts of the United States; reference may be had with some benefit, to, among others, the following cases: In rel. ... "All of the facts of this case, in the opinion of the court, tend strongly to show beyond any question that the language of section 602 with reference to tax on tires has reference wholly and solely to new tires and not such as are under* consideration in the instant case.” After giving the matter careful thought and consideration, I must say with all due respect that I feel unable to agree with this decision of the District Court of the Southern District of the State of Ohio. ...

On the same day the shareholders passed a resolution in the following terms: "That (on) consideration of the directors’ recommendation that a disbursement of capital be declared, do hereby adopt this resolution and declare a disbursement of $4 per share on all shares issued for the fiscal year ending April 30, 1932, payable June 1, 1932.” ... As consideration for this purchase the company issued fully paid shares of £1 each, 85,000 shares being received ‘by the trustee of the will as representing the capital of the testator’s estate employed in the said business and 91,000 shares being issued to the individuals whose income arising from the estate had been used for capital purposes. ... “In the present case, taking all the admissible evidence into consideration, the conclusion is, I think, irresistible that the substance of the transaction was, to use the language of Harvey J. in Drew v. ...

That the capitalization of the Home Service Company Limited is $1,000,000 divided into 10,000 shares par value $100 each and that all such shares except forty were issued or sold to the liquidators of the operating subsidiary companies of the Pioneer Investment Company, Limited in consideration for the transfer of the assets of such operating companies to the Home Service Company, Limited; that the said shares on the winding-up of the said operating companies were distributed to the parent company, the Pioneer Investment Company, Limited, and on the winding-up of that company were distributed to its own shareholders; and that the result is that the shareholders of the Home Service Company Limited are the same as were the shareholders of the Pioneer Investment Company, Limited and their respective holdings in the new company are the same or substantially the same as were their respective holdings in the old company. ... The total consideration was accordingly $180,826.98. Home Service Company Limited had acquired the assets aforesaid from William H. ... The consideration stipulated in the agreement exhibit G is as follows: (a) the sum of $327,000 payable by the allotment to the vendor of 3,270 fully paid shares in the capital stock of the purchaser of a par value of $100; (b) the assumption by the purchaser of all the debts, liabilities and obligations of Pioneer Laundry & Dry Cleaners Limited in liquidation as of the date of the agreement. ...

I believe it proper to quote the letter am extenso: ‘Dear Shareholder: Your Directors have had under consideration for some time the question of payment of the arrears of dividends on the Preferred Shares of the Company in order that the Preference Dividend might be placed on a current basis. ... The deferred certificates were at all material times worth less than their face value: Held: on a due consideration of all the facts, money’s worth was not given by the issue of the certificates. The consideration for the release of the calls was, therefore, illusory and the transaction did not amount to payment within the Companies Act, 1929, s. 157.” ...