Section 11

Two business associates ("Tiburzi" and "Gelder") acquired 15,000 of the 30,000 common shares of the taxpayer (with the other 15,000 common shares being acquired by them in trust for a third party), and all of the 15,000 special shares of the taxpayer, which were convertible, upon the unanimous resolution of the holders, into common shares of the taxpayer. In finding that Tiburzi and Gelder were not a group of persons, Sheridan J. noted that their past business dealings with each other had not engendered the kind of relationship that might cause one or the other of them to be able to influence the other to vote in accordance with his wishes, and that there were no agreements by them to act in concert. Accordingly, they did not represent a group that had acquired control of the taxpayer. Furthermore, even if there had been an acquisition of control of the taxpayer, the essence of the business of the taxpayer (which before the acquisition of the shares involved running an amusement park and thereafter included development work to utilize the property also as a marina and as a residential units development) was the exploitation of a recreational site, so that the same business was carried on at the site both before and after the acquisition by Tiburzi and Gelder of their shares.