The taxpayer originally signed an agreement for the sale of his half interest in a business (which was found to be held in a corporation) to his brother. Upon receiving the fifth and final cash instalment payment of the purchase price from the corporation, his brother purported in September 1997 to have the corporation retroactively issue two shares to the taxpayer in May 1995 and got the taxpayer to sign a second agreement providing for the purchase of those two shares by the corporation from the taxpayer in consideration for the four payments that the corporation had in fact made to him.
In finding that the taxpayer had received deemed dividends, Lamarre J. stated (at para. 22) that "a person can be declared a shareholder retroactively" and found that the second agreement was the one that prevailed as it "embodies the legal reality of the parties' contractual intent."