The taxpayer was a holding company for various direct and indirect subsidiaries which carried on an operating business. To resolve a shareholder dispute, it purchased for cancellation the shares of a corporate shareholder holding 12.5% of its shares in 10 tranches, each occurring on the same day. The consideration for the first five tranches was paid in cash, and for the last five tranches was paid by the issuance of an interest-bearing $20 million promissory note. The promissory note was repaid, on its maturity one year later, in cash, some of which was borrowed money.
Before going on to find that this interest also did not qualify for deduction under s. 20(1)(c) (see summary), D'Arcy J found that the taxpayer had not established that the interest on the promissory note was "paid in respect of money borrowed in the course of a money-lending business" (para. 58) which, at a minimum, would have required evidence that the taxpayer "lent money on a regular and continuous basis" (whether to its subsidiaries or third parties) (paras. 40-41). Accordingly, the interest was not deductible under s. 9. Instead, the share repurchase "represented a large non-recurring expenditure...on account of capital" (para. 61).