Principal Issues: [TaxInterpretations translation] What is the tax treatment of an amount received in respect of an actuarial surplus in a registered pension plan at the time of the sale of a division when the purchaser of the division pays the amount to the vendor?
Position: The amount is taxable under section 9 or paragraph 56(1)(a).
Reasons: The inclusion of the amount in computing business income is consistent with the principles established in Canderel. It is also a pension or retirement benefit that is taxable under paragraph 56(1)(a).
June 12, 2009
XXXXXXXXXX Tax Services Office Headquarters Important files section Income Tax Rulings Directorate Attention: XXXXXXXXXX Michel Lambert, CA, M.Fisc. (613) 957-8962
2008-029492
XXXXXXXXXX
Sale of an actuarial surplus
This is further to your memorandum of September 24, 2008 regarding the sale of an actuarial surplus in the Pension Plan for Employees of XXXXXXXXXX.
Unless otherwise indicated, all legislative references herein are to the provisions of the Income Tax Act (the "Act").
Names of the Parties
XXXXXXXXXX The Vendor
XXXXXXXXXX The Purchaser
The Employee Pension Plan of XXXXXXXXXX The Plan
XXXXXXXXXX Vendor’s Representatives
The Facts
1. The Plan is subject to the Supplemental Pension Plans Act1 and the funds of the Plan are held in trust under a trust indenture established under the laws of Ontario. The Vendor also has its own pension plan. Both plans are registered pension plans for the purposes of the Act.
On XXXXXXXXXX, the Vendor sold all the assets of its XXXXXXXXXX division including its rights and obligations as an employer participating in the Plan for the account of its employees. The Vendor's employees who worked in the division that was sold were transferred to the Purchaser. Subsequently, the Purchaser set up its own pension plan which granted the transferred employees the same level of benefits and conditions as those granted under the Plan.
With respect to the transferred employees, the Plan transferred directly to the Purchaser's plan the assets and liabilities arising from the Plan. The value of the transferred assets exceeded the value of the commitments. In the course of your audit, you noted that there were two transfers of assets and liabilities. For the year XXXXXXXXXX, the Plan transferred assets totalling $XXXXXXXXXX and liabilities of $XXXXXXXXXX to the Purchaser's plan. An excess of assets over liabilities of $XXXXXXXXXX was therefore transferred between the two plans. For the XXXXXXXXXX year, the Plan transferred assets totaling $XXXXXXXXXX and liabilities of $XXXXXXXXXX to the Purchaser's plan, resulting in an excess of assets over liabilities of $XXXXXXXXXX between the two plans.
The parties called these surpluses actuarial surpluses. These surpluses may allow the Purchaser to benefit from a contribution holiday for the new pension plan for a certain period of time.
2. On the first transfer in XXXXXXXXXX, the Purchaser paid an amount of $XXXXXXXXXX in respect of the actuarial surplus. In XXXXXXXXXX, a similar transaction resulted in the payment to the Vendor of $XXXXXXXXXX, again for the actuarial surplus. The Vendor therefore received a total amount of $XXXXXXXXXX. The Vendor considered both amounts to be capital gains from the disposition of rights to an actuarial surplus interest in a registered pension plan and added the taxable capital gain arising from both amounts in computing its income for its XXXXXXXXXX taxation year.
3. Clause XXXXXXXXXX of the Plan states that actuarial surpluses may be used to satisfy the Vendor's obligations regarding its contributions by reducing them or by granting it a contribution holiday. This clause reads as follows
"XXXXXXXXXX"
4. Clause XXXXXXXXXX specifies that the Vendor may obtain the surplus in the event of the Plan's liquidation. This clause reads in part as follows:
"XXXXXXXXXX"
5. According to the Vendor's Representatives, the Régie des rentes du Québec authorized an amendment to the Plan on XXXXXXXXXX to allow the transfer of assets and liabilities. In their representations of XXXXXXXXXX, the Vendor' Representatives wrote the following:
"XXXXXXXXXX"
According to the Vendor's Representatives, this is decision no: XXXXXXXXXX.
Your Opinion
6. You are of the view that actuarial surplus amounts must be included in the Vendor's income for the taxation year in which the amounts are received, such inclusion being required by subparagraph 56(1)(a)(i). Thus, an amount of $XXXXXXXXXX will be added to the Vendor's income for its fiscal period ending on XXXXXXXXXX and another amount of $XXXXXXXXXX will be required to be included in its income for its fiscal period ending on XXXXXXXXXX.
7. In your view, the receipt of the amounts of $XXXXXXXXXX and $XXXXXXXXXX constitute a superannuation or pension benefit, within the meaning of that expression in subsection 248(1). In support of your opinion, you refer to the preamble to this expression, which states that a superannuation or pension benefit includes any amount received out of or under a superannuation or pension fund or plan. In your view, since an employer is entitled to a deduction under paragraph 20(1)(q) when contributing to a pension plan, it would be inconsistent for it to be taxed only on a capital gain when an amount is refunded to it under the plan.
You also referred to the following passage from Interpretation E9129497:
"The relevant provision governing an income inclusion with respect to a pension plan is subparagraph 56(1)(a)(i) of the Act and an employer will be taxed under that provision only where an amount is paid out of the plan to the employer, whether with respect to a surplus in the plan or otherwise. In this regard, note that the definition of "superannuation or pension benefit" in subsection 248(1) of the Act specifically includes a payment out of the plan to the employer. The relevant provisions governing deductions by an employer with respect to the funding of a pension plan are paragraph 20(1)(q) and subsection 147.2(1) of the Act, and a deduction is available under those provisions only where the qualifying contribution is made in the year or within 120 days thereafter."
8. In addition, you stated that Information Circular IC 72-13R states that actuarial surpluses in a pension plan must be included in the employer's income.
9. Finally, in support of your opinion, you referred to memorandum 2007-025640 that we issued on February 14, 2008, in which we stated that the proceeds from the sale of an actuarial surplus must be added to the vendor's income in the taxation year in which it is received. As a reason, we stated that, based on the facts, the proceeds from the sale of actuarial surplus constitute a payment on account of a superannuation or pension benefit.
Vendor’s Opinion
10. The Vendor’s Representatives are of the opinion that amounts received in respect of actuarial surpluses are not subject to the provisions of paragraph 56(1)(a). In their view, they were not payments received as superannuation or pension benefits.
Furthermore, they argue that the amounts received resulted in a capital gain. In their view, there was a disposition of a right:
[The Vendor] treated the disposition of its pension surplus in the taxation year XXXXXXXXXX as the disposition of a right that is a capital property with an adjusted cost base of nil.
11. Alternatively, the Vendor's Representatives argue that the amounts received in respect of the actuarial surplus were proceeds of disposition of an eligible capital property within the meaning of section 54.
12. Finally, they indicated that it could be a non-taxable amount since there would be no disposition of property. They make the following argument:
As a basis for that position we think it could be argued that no property was transferred by [the Vendor] to [the Purchaser] since the right to the appropriation of the transferred surplus assets and the beneficial right to the surplus assets at the termination of the plan were not [the Vendor's] property but merely rights conferred by statute under the SPPA. [Supplemental Pension Plans Act].
Your Question
13. You asked whether the amounts of $XXXXXXXXXX and $XXXXXXXXXX constitute superannuation or pension benefits that must be added to the Vendor's income under subparagraph 56(1)(a)(i) in the taxation year in which they are received.
Our Opinion
Ordinary business principles and the better picture of income
14. In Canderel3, the Supreme Court, echoing its comments in the Symes4 decision, made the following observations regarding the calculation of profit:
“. . . the “profit” concept in s. 9(1) is inherently a net concept which presupposes business expense deductions. It is now generally accepted that it is s. 9(1) which authorizes the deduction of business expenses; the provisions of s. 18(1) are limiting provisions only. . . .
Under s. 9(1), deductibility is ordinarily considered as it was by Thorson P. in Royal Trust, [Royal Trust Co. v. Minister of National Revenue, 57 D.T.C. 1055 (Ex. Ct.)] (at p. 1059):
... the first approach to the question whether a particular disbursement or expense was deductible for income tax purpose was to ascertain whether its deduction was consistent with ordinary principles of commercial trading or well accepted principles of business ... practice ... (Emphasis added.)
Thus, in a deductibility analysis, one’s first recourse is to s. 9(1), a section which embodies, as the trial judge suggested, a form of “business test” for taxable profit.”5
While the Canderel and Symes cases involve deductions, we believe that the principles in those cases also apply to income.
15. In the Ikea6 decision, the Supreme Court had to determine whether an inducement payment received by the taxpayer should be treated as income or capital for the purposes of the Act. The Court commented as follows:
“[T]he correct approach to the determination of profit for tax purposes is for the taxpayer to adopt a method of computation which is consistent with the Act, with established rules of law, and with well‑accepted business principles, and which gives an accurate picture of the taxpayer’s income for the taxation year in question.”7
16. Thus, as a first step, it must first be determined whether the amounts of $XXXXXXXXXX and $XXXXXXXXXX constitute income according to the principles established in Canderel.
17. The Supplemental Pension Plans Act8 defines a pension plan as follows:
“A pension plan is a contract under which retirement benefits are provided to the member, under given conditions and at a given age, the funding of which is ensured by contributions payable either by the employer only, or by both the employer and the member.”9
18. A pension plan can be either a defined contribution or a defined benefit plan.
“A defined benefit pension plan is a plan under which the normal pension payable is either a set amount, independent of the member’s remuneration, or an amount corresponding to a percentage of the member’s remuneration.”10
In the case under review, we understand that the Plan is a defined benefit plan since the pension corresponds to a percentage of the employee's compensation.
19. The employer contribution to a defined benefit plan, which is the employer's share of the pension fund of a defined benefit plan, is intended to enable the plan to meet its commitments. In practical terms, the actuary tells the employer the amount it is required to contribute to the plan. The actuary performs his or her calculations according to certain assumptions, generally for fixed periods, in order to review the employer's obligations.
The calculation of the employer's contribution for a specific year is based, in particular, on the value of the commitments under the plan. This value must include the estimated amount of those commitments when they become payable, assuming the realization of contingencies determined by means of actuarial assumptions relating to, inter alia, survival, morbidity, mortality, attrition, or eligibility for benefits.11
Taken over the life of the plan, each employer contribution to the plan is an estimate of a portion of its actual costs. In this context, the occurrence of an actuarial deficit or an actuarial surplus is inherent to the very nature of the funding method of a defined benefit pension plan. The total cost to the employer with respect to the plan will only be truly known when the plan is wound up.
20. Amounts paid into the plan may be deducted in computing income if they satisfy the conditions set out in paragraph 20(1)(p) and subsection 147.2(1), although those amounts are calculated based on actuarial assumptions. If, as a result of an actuarial review, it is determined that the plan has a surplus of assets, the employer may, depending on the terms of the plan and the law governing it, withdraw a portion of the surplus or apply it to the payment of employer contributions. The withdrawal of an amount from the plan will be taxable, usually under subsection 9(1) or paragraph 56(1)(a). Whether it is an employer contribution or a withdrawal in favour of the employer, the transaction has an impact on the employer's income for the taxation year in which the amount is paid or received, as the case may be.
Where a plan has surplus assets and the plan is split because a group of employees is transferred to another employer, we are of the view that the amounts paid to the first employer in respect of the surplus relating to the transferred employees constitute the realization, for that first employer, of the actuary's estimates for that group of employees. In a way, it is a recognition that the employer has over the years paid an amount of employer contributions that exceeds the actual need of the plan and that an adjustment is necessary. For the first employer, its actual expense with respect to the plan for the group of transferred employees is then known.
Since the employer's contributions to the plan give rise to deductions in computing the employer's business income, we are of the view that the amounts the employer receives in respect of such surplus assets must also be reflected in computing its business income.
21. That approach finds support in Ikea.12 In that case, the taxpayer had received an incentive payment related to the lease of premises. The Supreme Court commented as follows:
“Where a payment is made to a taxpayer as a reimbursement for the cost of capital property, it is to be treated as a capital receipt for tax purposes. On the other hand, a payment that is made as a reimbursement for an expense on revenue account is to be treated as income.”13
Referring to Justice Bowman's decision when he heard Ikea's appeal to the Tax Court of Canada, the Supreme Court added the following:
“He also found that the payment was an “integral element” of the day‑to‑day costs of Ikea’s business operations, and therefore concluded that the receipt was on income account because, in essence, it constituted reimbursement for expenses which were also on income account: either the payment of rent, or the assumption of other obligations incident to carrying on business in the premises, or both.”14
The Supreme Court agreed with Justice Bowman's conclusion.
In our view, the payments of $XXXXXXXXXX and $XXXXXXXXXX cannot be related to any capital expenditures of the Vendor. Rather, we are of the view that the payment of those amounts is an integral part of the whole aspect of the Vendor's operating expenses and therefore the receipt should be recognized on income account because, in essence, it is a reimbursement of expenses that were also chargeable to that account: i.e., the payment of employer contributions to the Plan.
We note that the Supreme Court in Ikea 15 linked the payment to Ikea's operating costs. We are of the view that a similar linkage can be made in the case under consideration even if the amounts are received in connection with the sale of a division of the vendor.
22. By adding the amount that the Vendor receives in respect of the surplus assets in computing its income, we are of the view that its income is computed in accordance with ordinary principles of commercial business or well-recognized principles of current business practice. This gives us a true and fair view of the Vendor's income for the taxation year in question. Consequently, we are of the view that the amounts of $XXXXXXXXXX and $XXXXXXXXXX should be added to the Vendor's business income under section 9.
If you decide to apply our conclusion, it may be useful to obtain an independent expert opinion.
Taxation of a retirement or pension benefit
General
23. In the event that the Court disagrees with our previous analysis and concludes that the amounts of $XXXXXXXXXX and $XXXXXXXXXX are not required to be added in computing the Vendor's business income under section 9, despite our conclusion to the contrary, we submit that the amounts should be included in the Vendor's income by virtue of paragraph 56(1)(a).
24. Indeed, paragraph 56(1)(a) provides in part that, without restricting the generality of section 3, there shall be included in computing the income of a taxpayer any amount received by the taxpayer in the year "as, on account of or in lieu of payment of, or in satisfaction of,” a superannuation or pension benefit.
25. A superannuation or pension benefit, in its ordinary meaning, is generally an amount paid periodically to an annuitant under a pension plan. We are of the view that the amounts of $XXXXXXXXXX and $XXXXXXXXXX are not pension benefits in the ordinary sense.
26. However, subsection 248(1) expands the meaning of the term "superannuation or pension benefit" for the purposes of the Act to include these terms:
“superannuation or pension benefit includes any amount received out of or under a superannuation or pension fund or plan and, without restricting the generality of the foregoing, includes any payment made to a beneficiary under the fund or plan or to an employer or former employer of the beneficiary thereunder
(a) in accordance with the terms of the fund or plan,
(b) resulting from an amendment to or modification of the fund or plan, or
(c) resulting from the termination of the fund or plan;”
Amount received under a superannuation or pension fund or plan
27. It must therefore first be established whether the amounts of $XXXXXXXXXX and $XXXXXXXXXX were received under a superannuation or pension fund or plan. The term "out of or under"[“ dans le cadre de”] is not defined in the Act, nor has it been determined by the courts.
The English version of the Act states the following:
"Superannuation or pension benefit" includes any amount received out of or under a superannuation or pension fund or plan [...] "
The Federal Court of Appeal in Dominion of Canada General Insurance16 ruled on the meaning of the word "under" in the phrase "under a statute":
"A claim is made under a statute, in my view, when that statute is the law which, assuming the claim to be well founded, would be the source of the plaintiff's right "17
28. In applying this Court definition to the case under review, we must determine the source of the $XXXXXXXXXX and $XXXXXXXXXX amounts received by the Vendor. According to the agreements between the parties, these amounts were paid to the Vendor because, as a result of the departure of certain employees of the Vendor to the Purchaser, the Plan transferred directly to the Purchaser's plan assets and liabilities that arose from the Plan and that, simply put, the value of the assets transferred exceeded the value of the liabilities, hence the actuarial surplus. Without the existence of this surplus when the employees were transferred, we are of the view that the Vendor would not have paid $XXXXXXXXXX and $XXXXXXXXXX. It is therefore reasonable to conclude that those amounts have their source in the Vendor's pension fund or plan.
29. Thus, it is our opinion that the amounts of $XXXXXXXXXX and $XXXXXXXXXX that the Vendor has received constitute amounts received under a superannuation or pension fund or plan.
30. In Interpretation F2007-025640 where the issue to be resolved was the same as in this case, we concluded that the amount received in respect of the actuarial surplus was a reasonable substitute for a superannuation or pension benefit and was taxable under s.56(1)(a). We are of the view that this basis of assessment is still valid in this case.
Amount received as a result of a fund or plan amendment
31. The definition of superannuation or pension benefit in subsection 248(1) also states that a superannuation or pension benefit includes any payment made to an employer or former employer of a beneficiary resulting from an amendment to or modification of the fund or plan.
The Act does not specify what constitutes an amendment to or modification of a fund or plan. In our view, the term should be given its plain meaning. Here are two common definitions:
"Change that does not affect the essence of that which is changing".18
"Any change."19
32. The English version of the Act refers to a payment "resulting from an amendment to or modification of the fund or plan". Here are some common definitions of the term "modification":
"The word "modification" means "a change; an alteration or amendment which introduces new elements into the details, or cancels some of them, but leaves the general purpose and affect of the subject matter intact."20
" 'Modification' is considered to be merely a partial alteration of a pre-existing thing. It is not the bringing into existence of something new. Nor is the general purpose and effect of the subject matter changed."21
"The budget statement and technical notes above refers to "modification" to the home. In the Shorter Oxford Dictionary on Historical Principles, 1983 ("Shorter Oxford") defines the verbs "modify" as "to make partial changes in; to alter without radical transformation". Thus, a modification to a home may include a very wide range of changes so long as there is no substantive change to the home. The use of a broad and inclusive terms like "modification" in the published budget statement and the technical notes suggest a broad and inclusive interpretation of the terms "alteration" and "renovations" in paragraph 118.2(2)(l.2)." 22
33. In considering the above definitions, we are of the view that if there has been any change in the Plan, it will be a modification for the purposes of the Act. Therefore, the relevant facts must be considered in determining whether there has been a change. Furthermore, there is no requirement that the Plan text itself be modified. In considering the following facts,23 we are of the view that the Plan was modified as a result of the transfer of members to the Plan and the transfer of a portion of the assets and liabilities of the Plan to the Purchaser's plan.
34. A resolution of the directors of the Vendor provided for the transfer of the members of the Plan and the assets and liabilities relating to such members. For example, with respect to the second transfer, the Resolution of XXXXXXXXXX reads in part as follows:
"XXXXXXXXXX."
35. On XXXXXXXXXXXX, the Plan's actuaries filed an asset transfer report entitled "XXXXXXXXXXX". That report was prepared, inter alia, to obtain government approvals. The report also notes the following:
XXXXXXXXXX
36. The transfer of members, assets and obligations was also subject to the approval of the Régie des rentes du Québec. According to our understanding of the facts, the transfer was of a division of the Plan carried out in accordance with sections 194 and 195 of the Supplemental Pension Plans Act.24 According to section 194 of that Act, the authorization of Retraite Québec was required. Section 194 reads as follows:
“Any division of the assets and liabilities of a pension plan among several plans or any merger of all or part of the assets and liabilities of several pension plans into a single plan, in particular where an employer sells, assigns or otherwise disposes of his enterprise, is subject to the authorization of Retraite Québec and to such conditions as it may prescribe.”
In addition, section 195 provides that Retraite Québec may only authorize the division of the assets and liabilities of a pension plan if the value of the assets to be transferred is equal to a value determined under that section.
37. In our view, considering the facts described above, it is reasonable to conclude that the Plan was modified as a result of employees ceasing to be members of the Plan to become members of the Purchaser's Plan and that this movement of employees was accompanied by a division of the assets and liabilities of the fund or plan made pursuant to a resolution of the Vendor's directors and as calculated by the Plan's actuaries. In addition, these changes had to be approved by the regulatory body, in this case the Retraite Québec.
We are also of the view that the Vendor received the amounts of $XXXXXXXXXX and $XXXXXXXXXX as a result of this modification. As such, those amounts constitute superannuation or pension benefits within the meaning of that definition in subsection 248(1) because they are payments made to an employer as a result of a modification of the pension fund or Plan.
Taxation of a capital gain
38. The Vendor has treated the amounts of $XXXXXXXXXX and $XXXXXXXXXX as a disposition of an interest that is capital property with an adjusted cost base of nil. This disposition, according to the Vendor, therefore resulted in capital gains in equivalent amounts.
Since the amounts of $XXXXXXXXXX and $XXXXXXXXXX are required to be added in computing the Vendor's income by virtue of subsection 9(1) or paragraph 56(1)(a), and since those amounts are also not a reimbursement of the cost of capital property, we are of the view that those amounts cannot be treated as a receipt of capital for purposes of the Act. Consequently, we cannot accept the Vendor's position that the receipt of such amounts will result in capital gains.
Timing of taxation
39. You are of the view that the amount of $XXXXXXXXXX should be included in computing the Vendor's income in the taxation year ending XXXXXXXXXX and that the amount of $XXXXXXXXXX should be included in the taxation year ending XXXXXXXXXX. Instead, the Vendor has included both amounts in its taxation year ending XXXXXXXXXX. No representation has been made to us regarding the timing of taxation.
40. In order to determine in which taxation year the amounts are to be included in income, it is necessary to establish when the contracts between the parties produced their legal effects. This is essentially a civil law issue. If you require assistance in resolving this issue, we invite you to contact the Agency's legal services directly. Consequently, we are not commenting on when the amounts of $XXXXXXXXXX and $XXXXXXXXXX should be taken into account in determining the calculation of the Vendor's income.
Conclusion
41. In our view, the amounts of $XXXXXXXXXX and $XXXXXXXXXX constitute business income and should be added as such in computing the Vendor's income by virtue of section 9 in accordance with the principles established in Canderel.
If not added in computing the Vendor's business income under that section, despite our finding to the contrary, we are of the view that those amounts are superannuation or pension benefits and must be added to the Vendor's income pursuant to subparagraph 56(1)(a)(i). Indeed, those amounts were paid out of a superannuation or pension fund or plan. They are also superannuation or pension benefits because they were paid to the Vendor as a result of a modification to the Vendor's fund or plan.
It is also our opinion that those amounts are not proceeds of disposition of a capital property of the Vendor.
Access to Information
For your information, unless exempted, a copy of this memorandum will be severed using the Access to Information Act criteria and placed in the Canada Revenue Agency's electronic library. A severed copy will also be distributed to the commercial tax publishers for inclusion in their databases. The severing process will remove all material that is not subject to disclosure, including information that could disclose the identity of the taxpayer. Should your client request a copy of this memorandum, the electronic library version can be provided. Alternatively, the client may request a severed copy using the Privacy Act criteria, which does not remove client identity. Requests for this latter version should be made by you to Ms. Jackie Page at (819) 994-2898. A copy will be sent to you for delivery to the client.
We hope that these comments are of assistance.
Manager
Financial Sector and Exempt Entities Section
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch.
ENDNOTES
1 Supplemental Pension Plans Act, Revised Statutes of Québec, Chapter R-15.1.
2 This is the English version of the Supplemental Pension Plans Act. See note 1.
3 Canderel Ltd. v. Canada, [1998] 1 S.C.R. 147.
4 Symes v. Canada, [1993] 4 S.C.R. 695.
5 Canderel Ltd. v. Canada, supra note 3, para. 31. The Supreme Court reiterated these comments in 65302 British-Colombia Ltd. v. Canada, [1999] 3 S.C.R. 804 at para. 39.
6 Ikea Limited v. Canada, [1998] 1 S.C.R. 196.
7 Id., para. 39.
8 Supra, note 1.
9 Id. section 6.
10 Id. section 7.
11 See section 143 of the Supplemental Pension Plans Act.
12 Supra, note 6.
13 Supra, note 6, para. 23.
14 Supra, note 6, para. 25.
15 Supra, note 6.
16 Dominion of Canada General Insurance Co. v. The Queen, FCA, 86 DTC 6154.
17 Id. p. 6153.
18 Le Petit Robert, 1990 and Le Robert, Dictionnaire alphabétique et analytique de la langue française, 1969
19 Dictionnaire Quillet de la langue française, 1961.
20 Black's Law Dictionary, 6th edition. This definition was cited in Miramichi Pulp and Paper Inc. v. Canadian Paper Workers Union, Local 869 (1987), 29 L.A.C. (3d) 48 and in Ramada Ontario Ltd v. Canada, 1 C.T.C. 2130, 94 DTC 1071, TCC.
21 Ramada Ontario Ltd v. Canada, 1 C.T.C. 2130, p. 2138 and 94 DTC 1071, TCC.
22 Vantyghem v. R. [1999] 2 C.T.C. 2159, p. 2162.
23 We refer to documents concerning the second transfer in 2005. You have not provided us with equivalent documents relating to the first transfer.
24 Supra, note 1.