MARTIN C.J.S.:—These are appeals by way of stated case from the decisions of the Saskatchewan Assessment Commission in which it was held that the appellant companies are liable to assessment in respect of business carried on by them on Crown property. For the sake of convenience both appeals were argued together. The cases are stated under the provisions of an amendment to the Rural Municipality Act contained in c. 25 of the Statutes of Saskatchewan 1943, s. 18, which provides that the Assessment Commission may at any stage of the proceedings state a case for the opinion of the Court of Appeal on a question of law and that any party to the proceedings may within seven days after the decision of the Commission request the Commission to state a case for the opinion of the Court on a question of law only.
Both appellant companies have since some time in 1940 operated air training schools within the limits of the respondent municipality under agreements made by them with the Crown represented by the Minister of National Defence for Air. The appellant, the Northern Saskatchewan Flying Training School Ltd. carries on its operations on land leased by the Crown from the City of Prince Albert and the Prince Albert Air Observers’ School Ltd. operates on land owned by the Crown. Both ap- pellants are companies incorporated by charter under the Dominion Companies Act. The purposes for which the companies were incorporated, as stated in the charters are :"To establish, maintain, conduct and operate a school or schools for instruction and training in flying to be operated for the purposes of and in conjunction with the British Commonwealth Air Training Plan.”
The Prince Albert Air Observers’ School Ltd. has a stated share capital of $50,500 comprised of 500 preference shares of $100 each and 50 common shares of a par value of $10 each, and it is provided in the charter that the holders of the preference shares shall be entitled to receive ‘‘out of the monies of the company properly applicable to the payment of dividends” first fixed cumulative preferential cash dividends at the rate of 5% per annum. There is also a provision that the company may, on giving notice from time to time, purchase outstanding preferred shares by paying the amount paid up thereon, together with any accumulation of preferred dividends. It is also provided that no dividends shall at any time be declared or paid on the common shares. In the event however of the liquidation or winding-up of the company, the holders of the preferred shares are entitled to receive the amount paid up on such shares together with all unpaid preferential dividends before any amount is distributed to the holders of the common shares. From these provisions it seems clear that the common shareholders are entitled to any surplus monies resulting from the operations of the company, if indeed a profit is made, as the result of such operations. The charter of the Northern Saskatchewan Flying Training School Ltd. is in similar terms except that any excess in profits beyond the 5% dividend rate to preferred shareholders is payable to the flying club or clubs under whose auspices the company was sponsored instead of to the holders of common stock as in the case of the Prince Albert Air Observers’ School Ltd.
Acting under the provisions of s. 329 of the Rural Municipality Act, R.S.S. 1940, ce. 129, the council of the respondent municipality on August 1, 1942, by resolution directed the secretary-treasurer to place on the assessment roll an assessment of $50,000 against the appellant, the Northern Saskatchewan Flying Training School Ltd., and a similar resolution was passed with respect to the appellant, the Prince Albert Air Observers’ School Ltd. Pursuant to such resolutions, the secretary-treasurer placed on the roll the names of both appellants with the assessments as directed by the council, and on August 4th, under the provisions of s. 330, sent notices of assessment to the appellants together with statements to the effect that the council would sit as a Court of Revision on October 5, 1942, for the purpose of hearing appeals against such assessments. The assessments were confirmed by the council sitting as a Court of Revision and an appeal was taken to the Saskatchewan Assessment Commission, when the assessments were again affirmed. [1943] 1 W.W.R. 696, and also at p. 710.
In the case stated several questions are submitted for the opinion of the Court but three only require reference: (1) Does s. 329 of the Rural Municipality Act confer power upon the council to direct the secretary-treasurer to place upon the roll the name of the person to be assessed together with the amount of the assessment? (2) Are the appellant companies merely performing services for the Crown on Crown property and therefore not liable to assessment? (3) Are the appellant companies operating business within the meaning of the Rural Municipality Act?
It is submitted by counsel for the appellants that under s. 329 there is provision only for the council directing the secretarytreasurer to enter the name of the person on the roll and no provision is made enabling the council to direct the entry on the roll of the amount for which the person is to be assessed. Section 329 is as follows:
"‘If at any time before the first day of December it is discovered that any person liable to assessment is not assessed or that there is any error in any of the particulars contained in the roll or that any person has commenced business after the roll was completed, the council may direct the secretary treasurer to enter the name of such person on the roll or to correct the error and every such entry or correction shall be dated and initialed by the secretary treasurer:
" " Provided that, where a person commences business in premises which have not been occupied for business purposes at any time during the then current year, the business tax shall be levied only for the portion of the year during which the business is carried on.”
It will be observed that while the word " ‘ assessment ” does not occur in s. 329, the proviso is to the effect that the business tax "‘shall be levied only for the portion of the year during which the business is carried on’’. The levy of the tax contemplates the assessment of some amount upon which the tax can be fixed and in my opinion s, 329 as a whole contemplates not only-the entry of the name upon the roll but also the amount of the assessment. Moreover, when s. 329 is read along with s. 330, which provides for the procedure to be followed subsequent to the entry made in the roll, it is clear that an assessment is intended because s. 330 provides that every person whose name is added shall be given every reasonable opportunity "‘to complain or appeal against the assessment ‘ It was contended by counsel that s. 329 could not apply to the appellant companies because of the fact that the council knew of the activities of the companies prior to the date when the assessment roll is required to be completed under s. 286 of the Act, namely, not later than May 31st. As to this it should be stated that the section provides for the discovery of the omission from the roll prior to December 1st, and moreover the discovery contemplated by the section is of "‘a person liable to assessment who has not been included in the roll as completed on May the 31st”. An assessor in making up the roll may not assess some person because of the lack of information to justify such action, but if the information necessary to warrant the conclusion that an assessment should be made is obtained before December 1st, the council may take the action provided for in s. 329.
The agreements entered into by the appellant companies with the Crown represented by the Minister of National Defence for Air contain many provisions but for the purpose of this case it is sufficient to refer to only a few of them. The Crown agrees to provide the flying and ground facilities and the companies agree to maintain the facilities at their own expense and to provide personnel for the management, operation and maintenance of the schools other than instructors and a supervising officer who are to be supplied by the Minister. The companies agree to supply water, electricity, fuel, stationery, laundry, telephone, stenographic and office help and food for the pupils and supervisory staff. The supervising officer is placed in charge of the instructors and pupils and is given wide powers with respect to the training of pupils no doubt for the purpose of assuring that the training in the schools is carried on in accordance with the requirements of the Department of National Defence for Air. There is a provision to the effect that the Crown will indemnify the companies against claims of persons (other than officers and servants of the companies) due to damages arising out of the operation and construction of the schools. There is also a provision that the Crown will indemnify the companies against any action or claim relating to the infringement of any patent in connection with the aeroplanes, engines or other equipment supplied to the companies. The companies are liable for all loss or damage to all equipment, materials and things of every nature and kind whatsoever (save and except air-frames and engines which are the subject of special provisions), unless the companies establish to the satisfaction of the Minister that the loss or damage has not occurred as a result of the negligence of the officers, servants or agents of the companies. The Crown agrees to furnish the companies with aeroplanes of such type and design as shall be from time to time decided by the Minister and in the event of a variation in the cost of operation by reason of a change in the type of aeroplane furnished, the remuneration of the companies shall be adjusted in a manner to be mutually agreed upon. It is declared that all aerodromes, aeroplanes, engines and equipment provided by the Crown without cost, shall be deemed to be on loan to the companies. The companies are declared to be responsible for the maintenance in good flying condition of the aeroplanes supplied and are to repair to the satisfaction of the Minister all aeroplanes and engines requiring repairs ; it is provided however that the companies may return to the Crown any aeroplane or engine requiring repair subject to payment by the companies of certain stated sums of money, the amounts thereof depending upon whether or not the need for repair has been caused by the negligent act of an officer or servant of the company and also upon the type of air-frame returned. Provision is also made that in the event of the companies becoming bankrupt or having a receiving order made against them or in the event of a resolution being passed for winding-up, His Majesty may terminate the agreements and take the operation of the schools out of the hands of the companies, and the companies are then to have no further claims under the agreements except for monies payable in respect of training furnished prior to such termination and are to be liable for all loss and damage suffered by the Crown by reason of such bankruptcy, receiving order or winding-up. The agreements contain provisions which are designed to limit the profits which may be made by the companies. It is provided that if in respect of any period of 24 weeks the cost of operation as ascertained by the Minister is less than the total amount payable in respect to Such period, the payment to which the companies are entitled shall be an amount equal to the actual cost of operation plus 25% of the difference between the actual cost and the amount payable under the agreements in respect of such period; and if the actual cost of operation in respect of any period of 24 weeks exceeds the amount payable as remuneration under the agreements, there shall be paid to the companies, in addition to the amount payable under the agreements, the difference between the amount payable and the actual cost of operation less 25% of such difference.
In return for the services rendered by the companies, the agreements provide for remuneration as follows: The actual expenses incurred by the companies prior to the period when instruction commences and subsequent thereto a stated sum for each four weeks’ period of operation and in addition a stated monthly sum to provide for clerical assistance, accounting and office work; a stated sum is also provided per flying hour based upon the cost of gasolene and oil and a further sum per flying hour to provide a reserve in respect to the obligation of the companies to maintain the aeroplanes; and also a stated sum per day in respect of each pupil and member of the supervisory staff for whom messing is provided.
The provisions of the agreements above referred to make it clear that the appellant companies operate the schools not as servants or agents of the Crown, but on their own account and as independent contractors, and it is clear that they are engaged in such operation for the purpose of making a profit limited only by the terms of their charters and by the provisions of the agreements, which have the effect of limiting the profit which may be made. In support of the contention that the appellants cannot be assessed on the ground that they are engaged in performing services for the Crown on Crown property, counsel referred to the decision of the Supreme Court of Canada in Halifax v. Halifax Harbour Com’rs, [1935], 1 D.L.R. 657, S.C.R. 215. There is however no analogy between the facts in that case and the facts here under review. In that case the Halifax Harbour Commissioners were a Board set up by statute for the purpose of managing and administering Crown property; the tolls and charges, revenue and expenditure were under the control of a department of the government ; the regulations for the control of the harbour were effective only under the authority of the government; the salaries paid to members of the Board were fixed by the government and the salaries of officials and servants were under government control; any surplus of revenue after providing for the cost of services and interest on debenture debt went into a sinking fund under the direction of the minister in charge of the government department, with the result that no profit could accrue to the Board or any member of the Board. Vide remarks of Duff C.J.C. at pp. 664-5 D.L.R., pp. 226-7 S.C.R.
That the appellants are engaged in business as defined by the Rural Municipality Act and are taxable with respect thereto, there can be no doubt. Under s. 283 of the Rural Municipality Act it is provided that municipal taxes shall be levied upon land, buildings and business. Under s. 2, para. 3, business is defined as including ‘‘any trade, profession, calling, occupation or employment’’. Section 288 provides for the manner in which business shall be assessed by empowering the assessor to fix a rate per square foot of the floor space of each building used for business purposes. According to the evidence adduced this was the course adopted in assessing the appellants. It has been held that a business tax is a personal tax and is not a tax on property. Moose Jaw v. B.A. Ou Co., [1937] 2 W.W.R. 309 at pp. 314-5; Kitchener v. Allen Theatres Ltd. (1922), 22 O.W.N. 231; Re Hertzman & Hertzman (1931), 40 O.W.N. 561. Moreover, there can be no doubt that a person may be assessed in respect of a business carried on by him on Crown property. In Smith v. Vermilion Hills, 30 D.L.R. 83, [1916] 2 A.C. 569, it was held that while under the B.N.A. Act, s. 125, a Province has no power to tax Crown lands, it has the power to impose a tax on the interest of a tenant of Crown lands in the lands held by him excluding any interest which still remains in the Crown. In that case the taxable interest was that of a tenant under leases granted him by the Crown for grazing purposes. Vide also Montreal v. A.-G. Can. and A.-G. Que., 70 D.L.R. 248, [1923] A.C. 1386.
The word ‘‘business’’ as is stated by the Master of the Rolls in Smith v. Anderson (1880), 15 Ch. D. 247 at p. 258, has a very wide signification, and if one looks at the dictionary it will be found that many meanings are attached to it, some of which are inapplicable when we speak of a person carrying on business. The definition in the Act refers to ‘‘trade, occupation or employment”, and under s. 286 the assessor is obligated on or before May 31st in each year to place on the roll among other assessable persons the name of every person who is engaged in mercantile, professional and any other business within the municipality, save that of a farmer, stock-raiser or person otherwise engaged in agricultural pursuits. Considering the definition of "business” and ss. 286 and 288, I am of the opinion that the intention of the Legislature is to enable the municipality to levy a tax upon any person who is engaged in any trade, profession, calling, occupation or employment within the municipality ‘‘which occupies the time and attention and labour . . . . for . . . . profit”. Smith v. Anderson, supra. Rideau Club v. Ottawa (1907), 15 O.L.R. 118. Osler J.A. at p. 122. Maclaren J.A. at p. 124.
I am of the opinion, therefore, that the appellant companies have been properly and legally assessed. The appeals should therefore be dismissed with costs.
Appeals dismissed.