Words and Phrases - "liquidator"

The appellant was the director of a Macao corporation (EMI Macao) that following an adverse ITA amendment disposed of all its inventory, that had been earmarked for “buy low, donate high” charitable donation programs, without obtaining a s. 159(2) clearance certificate. In finding that the appellant was not a “legal representative” and was not liable under s. 159(3), Bocock J first noted (at para. 53) that:

[T]he specific term “director” does not appear in the definition section of legal representative.

After indicating (at para. 60) that the facts in Malka entailed a liquidation process, he noted that here, in contrast (paras. 62, 63, 65, and 66):

A “dissolution and liquidation” was not directed by Mr. Groscki. There was scant evidence of corporate authority for Mr. Groscki to undertake such actions qua “liquidator” “receiver of any kind” or “or other like person”. …

What occurred was a revocation, it would appear on an unsolicited and unobserved basis, of the company’s territorial licence to operate in Macao. The company was not legally dissolved, struck, wound up or rendered functus by the jurisdiction which created it or by its own director acting under resolved corporate action. ...

Additionally, on balance, there was no evidence of “liquidation”. …In effect, the existing business and inventory became stranded and almost valueless because of hugely impactful legislative change. …

Further, there was no authority for Mr. Groscki to act as liquidator. … Some instrument or action must award or grant some authority or at least “colour of right” to “administer assets” in the course of a dissolution, winding up and/or liquidation. …

He went on to find (at para. 70) that, even if the appellant had been a legal representative, he was not in “possession and control” of EMI Macao’s property, stating that such control was instead in the hands of a related distributor corporation.