GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 103
Notice of defect 103 (1) Even against a purchaser for value and without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so referred to do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits the notice. Purchaser for value (2) A security is valid in the hands of a purchaser for value without notice of any defect going to its validity. Lack of genuineness (3) Except as provided in section 104, the fact that a security is not genuine is a complete defence even against a purchaser for value and without notice. Ineffective defences (4) All defences of an issuer, including non-delivery and conditional delivery of a security but not including lack of genuineness, are ineffective against a purchaser for value without notice of the particular defence. Staleness as defect notice (5) After an event that creates a right to immediate performance of the principal obligation evidenced by a security, or that sets a date on or after which a security is to be presented or surrendered for redemption or exchange, a purchaser is deemed to have notice of any defect in its issue or of any defence of the issuer (a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and the funds or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or (b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which the performance became due.
Trust and Loan Companies Act — T-19.8 104
Unauthorized signature 104 An unauthorized signature on a security before or in the course of issue is ineffective, except that the signature is effective in favour of a purchaser for value and without notice of the lack of authority, if the signing has been done by (a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, or of similar securities, or their immediate preparation for signing; or (b) an employee of the issuer or of a person referred to in paragraph (a) who, in the ordinary course of the employee’s duties, handles the security.
Trust and Loan Companies Act — T-19.8 105
Completion or alteration 105 (1) Where a security contains the signatures necessary to its issue or transfer but is incomplete in any other respect, (a) any person may complete it by filling in the blanks in accordance with the person’s authority; and (b) notwithstanding that the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. Enforceability (2) A completed security that has been improperly altered, even if fraudulently altered, remains enforceable, but only according to its original terms.
Trust and Loan Companies Act — T-19.8 106
Warranties of agents 106 (1) A person signing a security, as authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, warrants to a purchaser for value without notice that (a) the security is genuine; (b) the person’s acts in connection with the issue of the security are within the person’s authority; and (c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue. Limitation of liability (2) Unless otherwise agreed, a person referred to in subsection (1) does not assume any further liability for the validity of a security.
Trust and Loan Companies Act — T-19.8 107
Title of purchaser 107 (1) Subject to Part VII, on delivery of a security the purchaser acquires the rights in the security that the purchaser’s transferor had or had authority to convey, except that the position of a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim is not improved by taking from a later bona fide purchaser. Title of bona fide purchaser (2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim. Limited interest purchaser (3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
Trust and Loan Companies Act — T-19.8 108
Deemed notice of adverse claim 108 A purchaser of a security, or any securities broker for a seller or purchaser, is deemed to have notice of an adverse claim if (a) the security, whether in bearer form or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or (b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.
Trust and Loan Companies Act — T-19.8 109
Notice of fiduciary duty 109 Notwithstanding that a purchaser, or any securities broker for a seller or purchaser, has notice that a security is held for a third person by, or is registered in the name of or endorsed by, a fiduciary, neither the purchaser nor the securities broker has any duty to inquire into the rightfulness of the transfer or any notice of an adverse claim, except that if the purchaser or securities broker for the seller or purchaser knows that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or securities broker is deemed to have notice of an adverse claim.
Trust and Loan Companies Act — T-19.8 110
Staleness as notice 110 An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase (a) made more than one year after any date set for such a presentation or surrender; or (b) made more than six months after any date set for payment of money against such a presentation or surrender if funds are available for payment on that date.
Trust and Loan Companies Act — T-19.8 111
Warranties to issuer 111 (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement. Warranties to purchaser (2) A person by transferring a security to a purchaser for value warrants only that (a) the transfer is effective and rightful; (b) the security is genuine and has not been materially altered; and (c) the person knows of nothing that might impair the validity of the security. Warranties of intermediary (3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against that delivery, the intermediary by that delivery warrants only the intermediary’s own good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery. Warranties of pledgee (4) A pledgee or other holder for purposes of security who redelivers a security received, or after payment and on order of the debtor delivers that security to a third person, gives only the warranties of an intermediary under subsection (3). Warranties of securities broker (5) A securities broker gives to the broker’s customer, to the issuer and to a purchaser, as the case may be, the warranties provided in subsections (1) to (4) and has the rights and privileges of a purchaser under those subsections, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the broker’s customer and warranties given in favour of the broker’s customer.
Trust and Loan Companies Act — T-19.8 112
Right to compel endorsement 112 Where a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
Trust and Loan Companies Act — T-19.8 113
Definition of appropriate person 113 (1) In this section, section 114, subsections 121(1), 124(4) and 129(1) and section 133, appropriate person means (a) the person specified by the security or by special endorsement to be entitled to the security; (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or that person’s successor; (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more of those persons are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed; (d) if a person described in paragraph (a) is a natural person and is without capacity to act by reason of death, incompetence, minority or other reason, the person’s fiduciary; (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; (f) a person having power to sign under any applicable law or a power of attorney; or (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. Determining an appropriate person (2) Whether the person signing is an appropriate person is determined as of the time of signing, and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.
Trust and Loan Companies Act — T-19.8 114
Endorsement 114 (1) An endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security. Special or blank (2) An endorsement may be special or in blank. Blank endorsement (3) An endorsement in blank includes an endorsement to bearer. Special endorsement (4) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it. Right of holder (5) A holder may convert an endorsement in blank into a special endorsement.
Trust and Loan Companies Act — T-19.8 115
Immunity of endorser 115 Unless otherwise agreed, the endorser by the endorsement assumes no obligation that the security will be honoured by the issuer.
Trust and Loan Companies Act — T-19.8 116
Partial endorsement 116 An endorsement purporting to be an endorsement of only part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
Trust and Loan Companies Act — T-19.8 117
Effect of failure by fiduciary to comply 117 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.
Trust and Loan Companies Act — T-19.8 118
Effect of endorsement without delivery 118 An endorsement of a security, whether special or in blank, does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.
Trust and Loan Companies Act — T-19.8 119
Endorsement in bearer form 119 An endorsement of a security in bearer form may give notice of an adverse claim under section 108 but does not otherwise affect any of the holder’s rights.
Trust and Loan Companies Act — T-19.8 120
Effect of unauthorized endorsement 120 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value and without notice of an adverse claim, who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner (a) has ratified an unauthorized endorsement of the security; or (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement. Liability of issuer (2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.
Trust and Loan Companies Act — T-19.8 121
Warranties of guarantor of signature 121 (1) A person who guarantees the signature of an endorser of a security warrants that, at the time of signing, (a) the signature was genuine; (b) the signer was an appropriate person to endorse; and (c) the signer had legal capacity to sign. Limitation of liability (2) A person who guarantees the signature of an endorser does not otherwise warrant the rightfulness of the transfer to which the signature relates. Warranties of guarantor of endorsement (3) A person who guarantees the endorsement of a security warrants both the signature and the rightfulness, in all respects, of the transfer to which the signature relates, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer. Extent of warrantor’s liability (4) The warranties referred to in subsections (1) to (3) are made to any person who, relying on the guarantee, takes or deals with the security, and the guarantor is liable to such a person for any loss resulting from breach of warranty.
Trust and Loan Companies Act — T-19.8 122
Constructive delivery of a security 122 Delivery to a purchaser occurs when (a) the purchaser or a person designated by the purchaser acquires possession of a security; (b) the purchaser’s securities broker acquires possession of a security specially endorsed to or issued in the name of the purchaser; (c) the purchaser’s securities broker sends the purchaser confirmation of the purchase and the broker in the broker’s records identifies a specific security as belonging to the purchaser; or (d) in respect of an identified security to be delivered while still in the possession of a third person, that person acknowledges that it is held for the purchaser.
Trust and Loan Companies Act — T-19.8 123
Constructive ownership of security 123 (1) A purchaser is the owner of a security held for the purchaser by a securities broker, but a purchaser is not a holder except in the cases referred to in paragraphs 122(b) and (c). Ownership of part of fungible bulk (2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest in the fungible bulk. Notice to securities broker of adverse claim (3) Notice of an adverse claim received by a securities broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security in respect of which no notice of an adverse claim has been received.
Trust and Loan Companies Act — T-19.8 125
Right to reclaim possession 125 (1) A person against whom the transfer of a security is wrongful for any reason, including the person’s incapacity, may, against anyone except a bona fide purchaser, (a) reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights; or (b) claim damages. Recovery where unauthorized endorsement (2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a bona fide purchaser if the ineffectiveness of the purported endorsement is asserted against the purchaser under section 120. Remedies (3) The right to reclaim possession of a security may be specially enforced, its transfer may be restrained and the security may be impounded pending litigation.
Trust and Loan Companies Act — T-19.8 126
Right to requisites for registration 126 (1) Unless otherwise agreed, a transferor shall, on demand, supply a purchaser with proof of the transferor’s authority to transfer a security or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value, it is not necessary for a transferor to prove authority to transfer unless the purchaser pays the reasonable and necessary costs of the proof and transfer. Rescission of transfer (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.
Trust and Loan Companies Act — T-19.8 127
Seizure of security 127 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.
Trust and Loan Companies Act — T-19.8 128
No conversion if good faith delivery 128 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a company, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities.
Trust and Loan Companies Act — T-19.8 129
Duty to register transfer 129 (1) Subject to Part VII, where a security in registered form is presented for transfer, the issuer shall register the transfer if (a) the security is endorsed by an appropriate person; (b) reasonable assurance is given that the endorsement is genuine and effective; (c) the issuer has no duty to inquire into adverse claims or has discharged any such duty; (d) all applicable laws relating to the collection of taxes have been complied with; (e) the transfer is rightful or is to a bona fide purchaser; and (f) the fee, if any, referred to in subsection 88(2) has been paid. Liability for delay (2) Where an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for any loss resulting from any unreasonable delay in registration or from the failure or refusal to register the transfer.
Trust and Loan Companies Act — T-19.8 130
Assurance of endorsements 130 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (b) if the endorsement is by a fiduciary, evidence of appointment or incumbency; (c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and (d) in any other case, assurance that corresponds as closely as practicable to the foregoing. Definition of guarantee of the signature (2) For the purposes of subsection (1), guarantee of the signature means a guarantee signed by or on behalf of a person whom the issuer believes, on reasonable grounds, to be a responsible person. Standards (3) An issuer may adopt reasonable standards to determine responsible persons for the purposes of subsection (2). Definition of evidence of appointment or incumbency (4) For the purposes of paragraph (1)(b), evidence of appointment or incumbency means (a) in the case of a fiduciary appointed by a court and referred to in subsection 99(1), a copy of the certified court order referred to in subsection 99(1) and dated not earlier than sixty days before the day a security is presented for transfer; or (b) in the case of any other fiduciary, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate. Standards (5) An issuer may adopt reasonable standards with respect to evidence referred to in paragraph (4)(b). No notice to issuer (6) An issuer is deemed not to have notice of the contents of any document referred to in subsection (4) that is obtained by the issuer except to the extent that the contents relate directly to appointment or incumbency.
Trust and Loan Companies Act — T-19.8 131
Notice from additional documentation 131 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 130(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.
Trust and Loan Companies Act — T-19.8 132
Limited duty of inquiry 132 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if (a) the issuer receives written notice of an adverse claim at a time and in a manner that provides the issuer with a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or (b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under section 131. Discharge of duty (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either (a) the issuer is served with a restraining order or other order of a court, or (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.