The taxpayer was the sole director of a corporation which had, under another person's management, failed to remit source deductions. Upon learning of the failures, she took measures that culminated in the sale of the corporation to a third party on 7 July 2006, but her notice of assessment for director's liability was dated 16 July 2008, i.e., just over two years later. The relevant terms of the contract were:
7.1 The seller shall resign from her position as President, Secretary and Director of the corporation on the date of this agreement;
7.2 This resignation is accepted by the corporation on the date of this agreement and shall be effective on the date of the corporation's next articles of amendment;
Lamarre J found that the taxpayer's limitations period ran not from 7 July 2006, but from 18 July 2006 when the articles of amendment were signed. Section 108 of the Canada Business Corporations Act provides that a resignation is effective on the later of the date of delivery (i.e. when the agreement was signed) and the date specified in the resignation (i.e. when the articles were amended, which turned out to be on 18 July 2006).