The trial judge had correctly found that a corporation ("ML1") whose shares were owned by an individual ("father"), and a corporation ("ML2") 90% of whose shares were owned by his wife ("mother") were subject to de facto control of a corporation ("Transport Couture") owned by the five sons of father and mother, so that ML1 and ML2 were associated with Transport Couture. ML1 and ML2 were economically dependent on Transport Couture (they would not have been in a position to pursue their activities if their contracts with Transport Couture had been terminated by it), Transport Couture exercised operational control (the sons and the manager of Transport Couture took all important decisions, the involvement of the father (who had Alzheimer's disease) was nil and that of mother was limited to one information session a month), and the relationship of trust which father and mother had with their sons caused them to rely on Transport Couture and delegate all decision-making powers they held as shareholders.
In commenting on the test in s. 256(5.1) Noël J.A. stated (at p. 6640) that:
"Whatever factors are considered, they must show that a person or group of persons has the clear right and ability to change the board of directors of the corporation in question or to influence in a very direct way the shareholders who would otherwise have the ability to elect the board of directors ... in other words, the evidence must show that the decision-making power of the corporation in fact lies elsewhere than with those who have de jure control."