The taxpayer was a director of an Alberta corporation ("cDemo") and a Delaware corporation ("Global"). Both corporations owed Canadian source deductions, and cDemo owed GST collections. Although the taxpayer had resigned as director more than two years before being assessed, Hogan J. found that the taxpayer was not beyond the limitations periods in s. 227.1(4) of the Income Tax Act or s. 323(5) of the Excise Tax Act. He remained a de facto director of each corporation, based on his taking actions in respect of the corporations that only a director could take.
The taxpayer was a de facto director of cDemo because he signed a declaration removing a fellow director from the corporate registry, and he signed a bill of sale of certain of cDemo's assets (with the proceeds being used to pay down the amounts owing).
The taxpayer was a de facto director of Global because he met with a prospective Global client in order to generate a revenue stream. The taxpayer provided CRA with documentation indicating approximately how much revenue Global would obtain from such a deal.
Finally, the taxpayer was a de facto director of each because he continually dealt with CRA on the corporations' behalf regarding the unremitted deductions and GST.