Search - consideration

Bau: ‘ Le contrat de société exige comme conditions essentielles de sa formation l’intention des parties de s’associer, une chose mise en commun, et la participation aux bénéfices et aux pertes de l’entreprise. ’ ’ ’ Furthermore, in endeavouring to ascertain the true intent and meaning of the type of agreement here in issue consideration, I think, must be given to such additional factors as the language in which it is couched; whether and to what extent mutually shared elements of speculation or risk exist; the extent of inequality, if any, of the authority which it vested in the parties; and the de facto conduct of the parties in giving effect to the agreement. ... The foregoing provisions serve to indicate, I think, that rather than being a partner in the accepted sense of the term, the party of the second part, which, it is admitted, had no financial resources to speak of, who had only skill to offer, accepted a subservient role in consideration of guaranteed payment of services and repayment of all its disbursements, including materials and operating costs, in carrying out the work. ...

The payment of $15,000 is the consideration for that release and nothing else: obviously Mr Linett, in an insolvent state, was making a compromise of his debts by the payment of a lesser amount. ... For the record, all of Exhibit A-2 and paragraph 14(d) of Exhibit A-1 are reproduced: TERMINATION AGREEMENT TERMINATION AGREEMENT (hereinafter called “Agreement”) made at Des Moines, Iowa between HOME READER SERVICE, INC, a Delaware corporation with offices at 111 Tenth Street, Des Moines, Iowa (hereinafter called “HRS”) and Jack Linett d/b/a HOME READER SERVICE OF MONTREAL (hereinafter referred to as “LINETT”) WITNESSETH: WHEREAS, HRS and LINETT entered into a Franchise Agreement dated November 30, 1960, and said Franchise Agreement has been amended from time to time, and, WHEREAS, the parties desire to terminate said Franchise Agreement and all amendments thereto (hereinafter collectively called “Franchise Agreement”), and WHEREAS, LINETT and HRS each desire to waive the sixty (60) day notice requirement set forth in said Franchise Agreement, NOW, THEREFORE, in consideration of the terms of this AGREEMENT, it is hereby agreed by and between the parties as follows: 1. ...

The appellant stated he would take $1,000 an acre and, as a result, by document dated January 12, 1973, the appellant, for a consideration of $500, granted to McGuigan’s principal an option on all his property valid until July 12, 1973, at a price of $1,000 per acre. ... Some consideration would be given to its proximity to Sale No 17. For these reasons it should not be justified as a basis for comparison. ...

The company, during the currency of their relationship as a company and as a shareholder of the company, has no obligation to him whatsoever with respect to the amount that he paid, his consideration for those shares. ... There would not appear to be constraints placed on a transfer of that kind, including value of the property, or consideration for the transfer. ...

Act The sections on which the respondent bases his assessment are subsections 138A(1), (3), paragraph 38(1)(a), subsection 8(3), subsection 81(1) and paragraph 139(1)(a) of the old Act: 138A. (1) Where a taxpayer has received an amount in a taxation year, (a) as consideration for the sale or other disposition of any shares of a corporation or of any interest in such shares, (b) in consequence of a corporation having (i) redeemed or acquired any of its shares or reduced its capital stock, or (ii) converted any of its shares into shares of another class or into an obligation of the corporation, or (c) otherwise, as a payment that would, but for this section, be exempt income, which amount was received by the taxpayer as part of a transaction effected or to be effected after June 13, 1963 or as part of a series of transactions each of which was or is to be effected after that day, one of the purposes of which, in the opinion of the Minister, was or is to effect a substantial reduction of, or disappearance of, the assets of a corporation.^ such a manner that the whole or any part of any tax that might otherwise have been or become payable under this Act in consequence of any distribution of income of a corporation has been or will be avoided, the amount so received by the taxpayer or such part thereof as may be specified by the Minister shall, if the Minister so directs, (d) be included in computing the income of the taxpayer for that taxation year, and (e) in the case of a taxpayer who is an individual, he deemed to have been received by him as a dividend described in paragraph (a) of subsection (1) of section 38. (3) On an appeal from an assessment made pursuant to a direction under this section, the Tax Appeal Board or the Exchequer Court may (a) confirm the direction; (b) vacate the direction if (i) in the case of a direction under subsection (1), it determines that none of the purposes of the transaction or series of transactions referred to in subsection (1) was or is to effect a substantial reduction of, or disappearance of, the assets of a corporation in such a manner that the whole or any part of any tax that might otherwise have been or become payable under this Act in consequence of any distribution of income of a corporation has been or will be avoided; or. ... Notwithstanding the provisions of the Act under which an appeal is made, the Board is not bound by any legal or technical rules of evidence in conducting a hearing for the purposes of that Act, and all appeals shall be dealt with by the Board as informally and expeditiously as the circumstances and considerations of fairness will permit. ...

In that allowance, there was some kind of consideration for items other than that which you would describe specifically as travel, is that correct? ... An allowance in the same terminology as appears to be given some consideration in subparagraph (v) paragraph 6(1)(b)? ...

On or about November 20, 1972 it was resolved by all of the Directors of Peyto that Peyto should take up those shares of Polaris Oil Limited deposited in accordance with the provisions of the offer dated November 20, 1972 and that there should be issued and alloted to each shareholder of Polaris depositing his shares in accordance with the: offer 1 share of the capital stock of Peyto for each 6 shares of Polaris tendered which shares would be issued for a deemed consideration of $2,75 per share. 7. ... On the same day, a resolution of the Directors of Peyto (Exhibit A-4) was passed which reads in part as follows: That there be issued and allotted to the shareholders of POLARIS OIL LIMITED who have deposited their shares in accordance with the pro- visions of the offer dated November 20, 1972, one share in the. capital stock of the Company for each six shares of Polaris Oil Limited deposited in accordance with the terms of the said offer, which shares of the Company shall be issued and allotted at a deemed consideration of $3. per share. ...

Counsel for the respondent pointed out that there was no evidence that any consideration had been given by Mr Howe (or certainly Mr Powell) to retirement allowances in December 1973, when the business was sold, and that it had only developed as an afterthought in order to reduce or defer the personal income tax of the appellant. ... In the same way, while some of the testimony and argument could leave room for consideration that the “retiring allowance” claimed was for loss of employment rather than in recognition of long service, no such doubt remains when the factual material is reviewed: Notice of Appeal:... as retirement allowance to former employees with long service... ...

Counsel for the respondent pointed out that there was no evidence that any consideration had been given by Mr Howe (or certainly Mr Powell) to retirement allowances in December 1973, when the business was sold, and that it had only developed as an afterthought in order to reduce or defer the personal income tax of the appellant. ... In the same way, while some of the testimony and argument could leave room for consideration that the “retiring allowance” claimed was for loss of employment rather than in recognition of long service, no such doubt remains when the factual material is reviewed: Notice of Appeal:... as retirement allowance to former employees with long service... ...

Elle ne peut être prise en considération si elle va à l’encontre de la loi. Elle peut cependant être prise en considération si la loi est ambiguë, comme l’a exprimé la Cour Suprême du Canada dans Harel c Le Sous- ministre du Revenu du Québec. 4.3.6 Argument de l’intimé L’intimé soutient pour sa part que pour avoir un contrat valide en assurance il doit y avoir le preneur, l’assuré et le bénéficiaire. ...