Yardley Plastics of Canada Ltd. v. MNR, 66 DTC 5183, [1966] CTC 215 (Ex Ct) -- summary under Paragraph 256(1)(b)

By services, 28 November, 2015

Two corporations whose voting shares were held as follows

Shareholder Canadian Moldings Yardley Plastics
Hill 4.6% 28%
Hill III 18.6% 22.5%
Wycoff 21.7% 11%
Daymond 21.7% 14%
Strachan 21.7% nil
Ebner nil 17%
Jacobson 11.7% 7.5%
100% 100%

were found to be controlled by the same group of persons, namely, Hill, his son, Hill III, and three unrelated individuals, namely, Wycoff, Daymond and Jacobson, following the assumption to this effect by the Minister. Although Noël J. rejected a submission of the Minister "that the latter is allowed to choose out of several possible groups any aggregation holding more than 50% of the voting power ... and that such a group then becomes irrebuttably deemed to be the controlling group for purposes of section 39(4) of the [pre-1972] Act as this could lead to an absurd situation where no two large corporations in this country would be safe from being held to be associated" (p. 5188), he went on to indicate that the question whether there is control by a "group of persons" owning a majority of the voting power is a question of fact and, here, the taxpayer had failed to challenge the Minister's assumption of fact (and apparently would have had difficulty doing so in light of the common management of the two corporations). With respect to a submission that Hill and Hill III were a related group which were deemed by s. 139(5d) (now s. 251(5)(a)) to control Yardley Plastics, and that this related group did not control Canadian Moldings, the two corporations could therefore not be held to be associated, Noël J. held that s. 139(5d), although extending the concept of a related group, could not restrict the meeting of s. 39(4)(b) of the pre-1972 Act (subsequently, s. 256(1)(b) of the Act).

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