Gibson, J:—These appeals were heard together on common evidence.
Four individuals, namely, Milton Rottman, Charles Rottman, Joel Rottman and Muriel Ettlinger, all United States citizens and residents except Joel Rottman who was at all material times a Canadian resident, and six companies, namely, the three appellant companies, Lira News Company (1963) Limited, City News Company Limited and Montreal Newsdealers Supply Company Limited, completed a transaction involving sales of shares on June 10, 1964. The three appellant companies (one of each of which was owned by the said Milton Rottman, Charles Rottman and Muriel Ettlinger) and Lira News Company (1963) Limited (owned by the said Joel Rottman), by agreements all dated June 10, 1964, each respectively sold its shares of City News Company Limited and Montreal Newsdealers Supply Limited to Charles, Milton and Joel Rottman for $34,400 each and to Muriel Ettlinger for $17,400. The assumption pleaded by the respondent is that $34,400 was not fair market value but instead such was not less than $98,375 and that $17,400 also was not fair market value but such was instead not less than $69,000.
The said individuals had previously on August 1, 1962 respectively sold the same shares to the said appellant companies and Lira News Company (1963) Limited for the same sums, but had received no option to repurchase the said shares or other understanding that they could repurchase them at the same price.
In the interval between 1962 and 1964, the value of the shares did not increase.
The said agreements dated June 10, 1964 at paragraph 4 of each contained a provision for adjusting the said prices paid for the shares nunc pro tunc to conform with any final determination by the Minister of National Revenue that the fair market value of the shares as of the dates of the agreements was less or greater than the said sums paid.
The main issue on this appeal is whether or not a benefit or advantage within the meaning of paragraph 8(1 )(c) of the Income Tax Act was respectively conferred by the appellant companies and Lira News Company (1963) Limited on the said four individuals; and the only other issue is whether or not, if a benefit was so conferred on Joel Rottman, was it a dividend.
The whole of the transaction must be looked at, including both the 1962 and 1964 parts of the transaction and all their relevant docu- merits; and especially paragraph 4 of the said agreements dated June 10, 1964.
After doing so, and considering all of the evidence of the whole of the transaction, I am of the view that the assumption pleaded of benefit or advantage within the meaning of paragraph 8(1 )(c) of the Income Tax Act has not been rebutted.
In the case of the appellant Joel Rottman I am also of the view that the amount or value of the benefit received by him is not subject to the provisions of section 38 of the Act.
The appeals are therefore dismissed with costs.