S-12
Third Session, Fortieth Parliament,
59 Elizabeth II, 2010
SENATE OF CANADA
BILL S-12
A third Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law
AS PASSED
BY THE SENATEDECEMBER 14, 2010
90583
SUMMARY
This enactment is the third in a series of enactments drafted in the course of the harmonization of federal statutes by the Department of Justice of Canada as a result of the coming into force of the Civil Code of Québec in 1994, which substantially changed the concepts, institutions and terminology of civil law. It amends a number of statutes including the Canada Business Corporations Act and the Expropriation Act in order to ensure that each language version takes into account the common law and the civil law.
Also available on the Parliament of Canada Web Site at the following address:http://www.parl.gc.ca
TABLE OF PROVISIONS
A THIRD ACT TO HARMONIZE FEDERAL LAW WITH THE CIVIL LAW OF QUEBEC AND TO AMEND CERTAIN ACTS IN ORDER TO ENSURE THAT EACH LANGUAGE VERSION TAKES INTO ACCOUNT THE COMMON LAW AND THE CIVIL LAW
SHORT TITLE
1.       Federal Law–Civil Law Harmonization Act, No. 3
PART 1
AMENDMENTS TO CERTAIN ACTS
2-3.       Boards of Trade Act
4-12.       Business Development Bank of Canada Act
13-71.       Canada Business Corporations Act
72-118.       Canada Cooperatives Act
119-121.       Consumer Packaging and Labelling Act
122-126.       Electricity and Gas Inspection Act
127-153.       Expropriation Act
154.       Precious Metals Marking Act
155.       Public Documents Act
156.       Standards Council of Canada Act
157.       Textile Labelling Act
158-160.       Weights and Measures Act
PART 2
CONSEQUENTIAL AMENDMENTS
161.       Dominion Water Power Act
162.       Dry Docks Subsidies Act
163.       Harbour Commissions Act
164.       International Bridges and Tunnels Act
PART 3
COORDINATING AMENDMENTS
165.       Canada Marine Act
SCHEDULE 1
SCHEDULE 2
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3rd Session, 40th Parliament,
59 Elizabeth II, 2010
senate of canada
BILL S-12
A third Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
SHORT TITLE
Short title
1. This Act may be cited as the Federal Law–Civil Law Harmonization Act, No. 3.
PART 1
AMENDMENTS TO CERTAIN ACTS
R.S., c. B-6
Boards of Trade Act
2. Subsection 8(2) of the Boards of Trade Act is replaced by the following:
Body corporate
(2) The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade.
3. Subsection 32(3) of the Act is replaced by the following:
Three arbitrators to act
(3) When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.
1995, c. 28
Business Development Bank of Canada Act
4. Sections 10 to 12 of the English version of the Business Development Bank of Canada Act are replaced by the following:
Officers and employees
10. The Bank may employ the officers and employees, and may hire the agents or mandataries, advisers and consultants, it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or hiring.
Delegation of powers and specification of duties
11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent or mandatary of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.
Confidentiality
12. All directors, officers and employees of the Bank, and all agents or mandataries, advisers and consultants whose services are engaged by the Bank, must, before commencing their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.
5. Subsection 13(4) of the English version of the Act is replaced by the following:
Other remuneration and expenses
(4) Officers, employees, agents or mandataries, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.
2001, c. 34, s. 9(F)
6. The portion of subsection 14(5) of the Act before paragraph (b) is replaced by the following:
Acquiring and dealing with property
(5) In any circumstances in which the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may
(a) purchase or otherwise acquire real or personal property or immovables or movables including accounts receivable; and
7. Subsection 15(1) of the Act is replaced by the following:
Security
15. (1) The Bank may
(a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;
(b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;
(c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and
(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.
8. (1) Subsection 18(1) of the Act is replaced by the following:
Borrowing powers
18. (1) The Bank may borrow money by any means, including issuing, selling, pledging or hypothecating debt obligations of the Bank.
(2) Subsection 18(5) of the Act is replaced by the following:
Securities
(5) The Bank may pledge or hypothecate any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.
9. Section 20 of the English version of the Act is replaced by the following:
Agreements
20. The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.
10. Paragraphs 22(d) and (e) of the Act are replaced by the following:
(d) acquire and dispose of any interest or right in any entity by any means;
(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and
11. Subsection 37(1) of the English version of the Act is replaced by the following:
Privileged information
37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent or mandatary of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.
12. The schedule to the English version of the Act is replaced by the schedule set out in Schedule 1 to this Act.
R.S., c. C-44; 1994, c. 24, s. 1(F)
Canada Business Corporations Act
2001, c. 14, s. 1(5)
13. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Business Corporations Act are replaced by the following:
“personal representative”« représentant personnel »
“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney;
“security interest”« sûreté »
“security interest” means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;
(2) The definition “beneficial ownership” in subsection 2(1) of the English version of the Act is replaced by the following:
“beneficial ownership”« véritable propriétaire » et « propriété effective »
“beneficial ownership” includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary;
2001, c. 14, s. 1(2)(F)
(3) The definitions “mandataire”, “option d’achat” and “option de vente” in subsection 2(1) of the French version of the Act are replaced by the following:
« mandataire »“mandatary”
« mandataire » Au Québec, s’entend notamment de l’ayant cause.
« option d’achat »“call”
« option d’achat » Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la société qui l’a accordé.
« option de vente »“put”
« option de vente » Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés.
2001, c. 14, s. 1(3)
(4) Paragraph (c) of the definition “associate” in subsection 2(1) of the English version of the Act is replaced by the following:
(c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,
(5) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:
“mandatary”« mandataire »
“mandatary”, in Quebec, includes a successor;
14. Subsection 15(1) of the French version of the Act is replaced by the following:
Capacité
15. (1) La société a, sous réserve des autres dispositions de la présente loi, la capacité d’une personne physique et les droits, pouvoirs et privilèges de celle-ci.
2001, c. 14, s. 8
15. Paragraphs 18(1)(d) and (e) of the English version of the Act are replaced by the following:
(d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;
(e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or
2001, c. 14, s. 11(1)
16. (1) Subsection 21(1.1) of the English version of the Act is replaced by the following:
Requirement for affidavit — securities register
(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.
2001, c. 14, s. 11(2) and s. 135 (Sch., s. 2)(E)
(2) Subsections 21(3) and (4) of the English version of the Act are replaced by the following:
Shareholder lists
(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.
Supplemental lists
(4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.
(3) The portion of subsection 21(5) of the English version of the Act before paragraph (a) is replaced by the following:
When supplemental lists to be provided
(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)
17. The portion of subsection 22(2) of the English version of the Act before paragraph (a) is replaced by the following:
Precautions
(2) A corporation or its agents or mandataries shall take reasonable precautions to
2001, c. 14, s. 12
18. Subsection 23(2) of the English version of the Act is replaced by the following:
Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
2001, c. 14, s. 14(1)
19. Subparagraph 26(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or
2001, c. 14, s. 17(2)
20. The portion of subsection 30(2) of the French version of the Act before paragraph (a) is replaced by the following:
Détention par la filiale des actions d’une société
(2) Sous réserve de l’article 31, au cas où une personne morale, filiale d’une société, détient des actions de la société, celle-ci doit l’obliger à disposer de ces actions, notamment par vente, au cours des cinq ans suivant la date, selon le cas :
2001, c. 14, s. 18(1)(F)
21. (1) Subsection 31(1) of the Act is replaced by the following:
Exception
31. (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.
2001, c. 14, s. 18(2)
(2) Paragraph 31(3)(a) of the Act is replaced by the following:
(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or
22. Subsection 32(6) of the Act is replaced by the following:
Transfer not void, voidable or null
(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).
2001, c. 14, s. 19
23. Paragraph 33(1)(a) of the Act is replaced by the following:
(a) holds the shares in the capacity of a personal representative; and
24. Section 37 of the Act is replaced by the following:
Gift or legacy of shares
37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.
2001, c. 14, s. 24(F)
25. Subsections 39(11) and (12) of the French version of the Act are replaced by the following:
Acquittement
(11) Les titres de créance émis, donnés en garantie conformément au paragraphe (12) ou déposés par la société ne sont pas rachetés du seul fait de l’acquittement de la dette en cause.
Acquisition et réémission de titres de créance
(12) La société qui acquiert ses titres de créance peut soit les annuler, soit, sous réserve de tout acte de fiducie ou convention applicable, les réémettre ou les donner en garantie de l’exécution de ses obligations existantes ou futures, sous forme d’hypothèque mobilière, de gage ou de nantissement; l’acquisition, la réémission ou le fait de les donner en garantie ne constitue pas l’annulation de ces titres.
2001, c. 14, s. 27
26. Subsections 45(2) and (3) of the Act are replaced by the following:
Lien or hypothec on shares
(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.
Enforcement of lien or hypothec
(3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.
2001, c. 14, s. 135 (Sch., s. 4)(E)
27. Subsection 46(3) of the Act is replaced by the following:
Effect of sale
(3) If shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.
2001, c. 14, s. 29
28. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 48(2) of the Act are replaced by the following:
“adverse claim”« opposition »
“adverse claim” includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security;
“fiduciary”« représentant »
“fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person;
“purchaser”« acquéreur »
“purchaser” means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction;
(2) The definition “issuer” in subsection 48(2) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or
(c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests;
(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 48(2) of the Act is replaced by the following:
(d) evidence of a share, participation or other interest or right in or obligation of a corporation;
2001, c. 14, s. 30(4)
29. (1) The portion of subsection 49(8) of the Act before paragraph (a) is replaced by the following:
Restrictions
(8) No restriction, charge, lien, hypothec, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate:
2001, c. 14, s. 30(4)
(2) Paragraph 49(8)(b) of the Act is replaced by the following:
(b) a charge, lien or hypothec in favour of the corporation;
(3) Subsection 49(12) of the Act is replaced by the following:
Transitional
(12) If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words are deemed to be a notice of a restriction, lien, hypothec, agreement or endorsement for the purpose of subsection (8).
(4) Paragraph 49(16)(a) of the English version of the Act is replaced by the following:
(a) the scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and
30. (1) Subsection 50(2) of the English version of the Act is replaced by the following:
Central and branch registers
(2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.
(2) The portion of subsection 50(7) of the English version of the Act before paragraph (a) is replaced by the following:
Destruction of certificates
(7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce
2001, c. 14, s. 31(1)
31. (1) Paragraph 51(2)(a) of the English version of the Act is replaced by the following:
(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate or succession of a deceased security holder;
2001, c. 14, s. 31(2)
(2) Subsection 51(5) of the Act is replaced by the following:
Persons less than 18 years of age
(5) If a person who is less than 18 years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the corporation.
(3) The portion of paragraph 51(7)(a) of the Act before subparagraph (ii) is replaced by the following:
(a) the original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents by
(i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,
(4) Paragraph 51(7)(b) of the Act is replaced by the following:
(b) in the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province,
2001, c. 14, s. 31(3)
(5) The portion of subsection 51(8) of the Act before paragraph (a) is replaced by the following:
Excepted transmissions
(8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration or the probate of the will or the notarial minutes of the probate in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent
2001, c. 14, s. 31(3)
(6) Paragraph 51(8)(b) of the Act is replaced by the following:
(b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.
32. Subsection 55(1) of the English version of the Act is replaced by the following:
Notice of defect
55. (1) Even against a purchaser for value 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 in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated 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, even though the security expressly states that a person accepting it admits the notice.
33. Subsection 60(3) of the English version of the Act is replaced by the following:
Limitation of the purchase
(3) A purchaser acquires rights only to the extent of the interest or right purchased.
2001, c. 14, s. 135 (Sch., s. 17(4))(E)
34. Subsection 63(5) of the English version of the Act is replaced by the following:
Warranties of broker
(5) A broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer.
2001, c. 14, s. 135 (Sch., s. 19(2))(E)
35. (1) Paragraph 65(1)(g) of the English version of the Act is replaced by the following:
(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.
2001, c. 14, s. 135 (Sch., s. 19(4))(E)
(2) Subsection 65(10) of the English version of the Act is replaced by the following:
Failure of fiduciary to comply
(10) Failure of a fiduciary to comply with a controlling instrument or act 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.
36. Subsection 70(3) of the English version of the Act is replaced by the following:
Ownership of part of fungible bulk
(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.
37. Subsection 72(3) of the English version of the Act is replaced by the following:
Remedies
(3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.
2001, c. 14, s. 33(F) and s. 135 (Sch., s. 24)(E)
38. Sections 74 and 75 of the Act are replaced by the following:
Seizure of security
74. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.
No liability for acts in good faith
75. An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.
39. Paragraph 77(1)(a) of the English version of the Act is replaced by the following:
(a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;
40. Paragraph 78(2)(b) of the English version of the Act is replaced by the following:
(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 or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
41. (1) The portion of subsection 81(1) of the Act before paragraph (a) is replaced by the following:
Rights and obligations
81. (1) An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,
(2) Subsection 81(2) of the English version of the Act is replaced by the following:
Notice to agent or mandatary
(2) Notice to an authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer is notice to the issuer with respect to the functions performed by the agent or mandatary.
42. The definitions “trustee” and “trust indenture” in subsection 82(1) of the Act are replaced by the following:
“trustee”« fiduciaire »
“trustee” means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;
“trust indenture”« acte de fiducie »
“trust indenture” means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations.
43. The heading of Part IX of the English version of the Act is replaced by the following:
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
2001, c. 14, s. 135 (Sch., s. 31)(E)
44. Section 94 of the English version of the Act is replaced by the following:
Functions of receiver or sequestrator
94. A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.
2001, c. 14, s. 135 (Sch., s. 31)(E)
45. Sections 95 and 96 of the Act are replaced by the following:
Functions of receiver-manager
95. A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.
Directors’ powers cease
96. If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.
46. Sections 97 and 98 of the English version of the Act are replaced by the following:
Duty to act
97. A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.
Duty under instrument or act
98. A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.
47. The portion of section 99 of the English version of the Act before paragraph (a) is replaced by the following:
Duty of care
99. A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall
2001, c. 14, s. 135 (Sch., s. 33)(E)
48. Section 100 of the English version of the Act is replaced by the following:
Directions given by court
100. On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
(b) an order determining the notice to be given to any person or dispensing with notice to any person;
(c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;
(d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and
(e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.
2001, c. 14, s. 135 (Sch., s. 34)(E)
49. (1) The portion of section 101 of the English version of the Act before paragraph (a) is replaced by the following:
Duties of receiver, receiver-manager or sequestrator
101. A receiver, receiver-manager or sequestrator shall
2001, c. 14, s. 135 (Sch., s. 34)(E)
(2) Paragraphs 101(b) to (d) of the English version of the Act are replaced by the following:
(b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;
(c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;
(d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
2001, c. 14, s. 40
50. Paragraph 109(5)(c) of the English version of the Act is replaced by the following:
(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
2001, c. 14, s. 47(2)(F) and s. 135 (Sch., s. 42(2))(E)
51. Subsection 119(5) of the Act is replaced by the following:
Subrogation of director
(5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is
(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
(b) elsewhere in Canada, entitled to an assignment of the judgment.
2001, c. 14, s. 48
52. Paragraph 120(5)(a) of the English version of the Act is replaced by the following:
(a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;
53. Subsection 137(6) of the French version of the Act is replaced by the following:
Immunité
(6) Ni la société ni les personnes agissant en son nom n’engagent leur responsabilité en diffusant une proposition ou un exposé en conformité avec le présent article.
2001, c. 14, s. 135 (Sch., s. 48)(E)
54. (1) The definitions “form of proxy” and “proxy” in section 147 of the English version of the Act are replaced by the following:
“form of proxy”« formulaire de procuration »
“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy;
“proxy”« procuration »
“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders;
2001, c. 14, s. 67(2)
(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in section 147 of the English version of the Act is replaced by the following:
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
2001, c. 14, s. 135 (Sch., s. 49(1))(E)
55. (1) Subsection 148(2) of the Act is replaced by the following:
Execution or signing of proxy
(2) A proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.
2001, c. 14, s. 135 (Sch., s. 49(2))(E)
(2) The portion of paragraph 148(4)(a) of the Act before subparagraph (i) is replaced by the following:
(a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing
(3) Subsection 148(5) of the English version of the Act is replaced by the following:
Deposit of proxies
(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the corporation or its agent or mandatary.
56. Subparagraph 161(2)(b)(iii) of the English version of the Act is replaced by the following:
(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.
2001, c. 14, s. 135 (Sch., s. 57(1))(E)
57. (1) Subsection 170(1) of the English version of the Act is replaced by the following:
Right to information
170. (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any
(a) information and explanations, and
(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries
that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.
2001, c. 14, s. 135 (Sch., s. 57(2))(E)
(2) Paragraph 170(2)(a) of the English version of the Act is replaced by the following:
(a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and
58. Paragraph 174(6)(d) of the English version of the Act is replaced by the following:
(d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and
2001, c. 14, s. 93(2)
59. Paragraph 189(1)(b) of the French version of the Act is replaced by the following:
b) émettre, réémettre ou vendre les titres de créance de la société ou les donner en garantie sous forme d’hypothèque mobilière, de gage ou de nantissement;
60. (1) Paragraph 190(19)(a) of the French version of the Act is replaced by the following:
a) tous les actionnaires dissidents dont la société n’a pas acheté les actions doivent être joints comme parties à l’instance et sont liés par la décision du tribunal;
(2) Subsection 190(20) of the French version of the Act is replaced by the following:
Pouvoirs du tribunal
(20) Sur présentation de la demande prévue aux paragraphes (15) ou (16), le tribunal peut décider s’il existe d’autres actionnaires dissidents à joindre comme parties à l’instance et doit fixer la juste valeur des actions en question.
2001, c. 14, s. 99(3)
61. (1) The portion of the definition “offeror” in subsection 206(1) of the English version of the Act before paragraph (a) is replaced by the following:
“offeror”« pollicitant »
“offeror” means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,
2001, c. 14, s. 99(10)
(2) Paragraph 206(14)(a) of the French version of the Act is replaced by the following:
a) tous les pollicités dissidents qui veulent obtenir paiement et dont les actions n’ont pas été acquises par le pollicitant sont joints comme parties à l’instance et liés par la décision du tribunal;
(3) Subsection 206(15) of the French version of the Act is replaced by the following:
Pouvoirs du tribunal
(15) Avant de fixer la juste valeur des actions de tous les pollicités dissidents, le tribunal peut, sur demande présentée conformément aux paragraphes (9) ou (10), décider s’il existe d’autres pollicités dissidents à joindre comme parties à l’instance.
2001, c. 14, s. 108
62. (1) Paragraph 217(b) of the French version of the Act is replaced by the following:
b) de nommer un liquidateur et d’exiger de lui une garantie, de fixer sa rémunération et de le remplacer;
(2) Paragraph 217(k) of the French version of the Act is replaced by the following:
k) sur avis à tous les intéressés, de décharger le liquidateur de ses manquements, selon les modalités que le tribunal estime pertinentes, et de confirmer ses actes;
63. Paragraph 222(1)(e) of the English version of the Act is replaced by the following:
(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;
2001, c. 14, s. 111(E)
64. Subsection 223(4) of the Act is replaced by the following:
Publication
(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security, fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.
2001, c. 14, s. 135 (Sch., s. 72)(E)
65. Paragraph 226(5)(a) of the French version of the Act is replaced by the following:
a) de joindre comme partie à l’instance chaque ancien actionnaire retrouvé par le demandeur;
2001, c. 14, s. 114(1)(F) and s. 135 (Sch., s. 75)(E)
66. Subsections 235(1) and (2) of the Act are replaced by the following:
Information respecting ownership and control
235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates
(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
(b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.
Presumption
(2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if
(a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;
(b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or
(c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.
2001, c. 14, s. 135 (Sch., s. 76)(E)
67. Section 236 of the Act is replaced by the following:
Solicitor-client privilege or professional secrecy
236. Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
2001, c. 14, s. 115; 2005, c. 33, s. 5(2)
68. Subsection 237.5(1.1) of the English version of the Act is replaced by the following:
Exception
(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.
69. Subsection 242(2) of the Act is replaced by the following:
Court approval to discontinue
(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.
2001, c. 14, s. 135 (Sch., s. 81)(E)
70. Section 247 of the English version of the Act is replaced by the following:
Restraining or compliance order
247. If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.
2001, c. 14, s. 127(2)
71. Subparagraph 262(2)(b)(iv) of the English version of the Act is replaced by the following:
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and
1998, c. 1
Canada Cooperatives Act
2001, c. 14, s. 137(2)
72. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Cooperatives Act are replaced by the following:
“personal representative”« représentant personnel »
“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney.
“security interest”« sûreté »
“security interest” means an interest or right in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative.
(2) The definitions “option d’achat” and “option de vente” in subsection 2(1) of the French version of the Act are replaced by the following:
« option d’achat »“call”
« option d’achat » Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la coopérative qui l’a accordé.
« option de vente »“put”
« option de vente » Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés.
(3) The definition “proxy” in subsection 2(1) of the English version of the Act is replaced by the following:
“proxy”« procuration »
“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of the shareholders.
73. Paragraph 11(1)(i) of the Act is replaced by the following:
(i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest or right of each member as member is, subject to subsection 7(3), the same as that of every other member;
74. (1) Paragraph 15(1)(e) of the Act is replaced by the following:
(e) whether the interest or right of a member in the cooperative may, subject to section 46, be transferred or assigned, and any conditions or restrictions that apply to such a transfer or assignment;
(2) Paragraph 15(1)(i) of the Act is replaced by the following:
(i) subject to sections 39 and 40 and Parts 20 and 21, the conditions on which membership is terminated, whether by withdrawal or by involuntary termination, if it may be terminated otherwise than as provided for in this Act, and the determination of the value and disposition of the member’s interest or right in the cooperative on termination; and
75. Subsection 34(2) of the English version of the Act is replaced by the following:
Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.
76. Paragraph 85(7)(c) of the English version of the Act is replaced by the following:
(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
2001, c. 14, s. 167(2)(F)
77. Subsection 102(7) of the Act is replaced by the following:
Subrogation of director
(7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is
(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
(b) elsewhere in Canada, entitled to an assignment of the judgment.
78. Paragraph 119(2)(f) of the Act is replaced by the following:
(f) a statement that there is a charge, lien or hypothec on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative.
2001, c. 14, s. 175
79. (1) Subsection 123(1) of the Act is replaced by the following:
Charge, lien or hypothec on membership shares for amounts
123. (1) A cooperative has a charge, lien or hypothec on a membership share or any amount standing to the credit of a member or the personal representative of a member for a debt of that member to the cooperative.
(2) Paragraph 123(2)(a) of the Act is replaced by the following:
(a) enforce a charge, lien or hypothec referred to in subsection (1) in the manner set out in its by-laws; or
2001, c. 14, s. 177
80. Section 129 of the Act is replaced by the following:
Charge, lien or hypothec on investment shares
129. (1) Subject to subsection 183(2), the articles may provide that the cooperative has a charge, lien or hypothec on an investment share registered in the name of a shareholder or the personal representative of a shareholder for a debt of the shareholder to the cooperative, including an amount unpaid as of the date a body corporate was continued under this Act, in respect of an investment share issued by it.
Enforcement
(2) A cooperative may enforce a charge, lien or hypothec referred to in subsection (1) in accordance with its by-laws.
81. Paragraph 130(6)(d) of the English version of the Act is replaced by the following:
(d) the powers of the directors to require disclosure of beneficial ownership of investment shares of the cooperative and the right of the cooperative and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and
82. Subsection 131(3) of the Act is replaced by the following:
Right to proceeds
(3) A person who owned an investment share that was sold under this section is divested of all interests or rights in the investment share and is entitled to receive only the net proceeds of the sale and any net income on the proceeds.
2001, c. 14, s. 180(2)
83. Paragraph 137(c) of the French version of the Act is replaced by the following:
c) donner des garanties;
2001, c. 14, s. 181(1)(F)
84. Subparagraph 138(3)(a)(ii) of the English version of the Act is replaced by the following:
(ii) shares of, or another interest or right in, an entity that immediately before the exchange, or that because of the exchange, did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act, or
85. Subsection 145(1) of the Act is replaced by the following:
Exception for holding own shares
145. (1) A cooperative may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares in itself or in its holding body corporate only if the cooperative, holding body corporate or subsidiary does not have a beneficial interest in the shares.
86. (1) The definition “form of proxy” in subsection 163(1) of the English version of the Act is replaced by the following:
“form of proxy”« formulaire de procuration »
“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy.
2001, c. 14, s. 185
(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in subsection 163(1) of the English version of the Act is replaced by the following:
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
2001, c. 14, s. 186(1)
87. (1) Subsection 164(2) of the English version of the Act is replaced by the following:
Execution or signature of proxy
(2) For a proxy to be valid, it must be executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing.
2001, c. 14, s. 186(2)
(2) The portion of paragraph 164(4)(a) of the English version of the Act before subparagraph (i) is replaced by the following:
(a) by depositing a document in writing executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing
(3) Subsection 164(5) of the English version of the Act is replaced by the following:
Deposit of proxies
(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the cooperative or its agent or mandatary.
88. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 177(1) of the Act are replaced by the following:
“adverse claim”« opposition »
“adverse claim”, in respect of a security, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security.
“fiduciary”« représentant »
“fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person.
“purchaser”« acquéreur »
“purchaser” means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction.
(2) The definition “issuer” in subsection 177(1) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) in Quebec, issues securities that confer directly or indirectly rights in its property; or
(c) elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and issues securities as evidence of the fractional interests.
(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 177(1) of the Act is replaced by the following:
(d) evidence of an investment share, participation or other interest or right in or obligation of a cooperative,
2001, c. 14, s. 198(1)
89. (1) Subsection 183(2) of the Act is replaced by the following:
Notation of restrictions
(2) No restriction, charge, lien, hypothec, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate.
2001, c. 14, s. 198(1)
(2) The portion of subsection 183(3) of the Act before paragraph (a) is replaced by the following:
Restrictions, etc.
(3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are
2001, c. 14, s. 198(1)
(3) Paragraph 183(3)(b) of the Act is replaced by the following:
(b) a charge, lien or hypothec in favour of the cooperative;
90. Paragraph 185(2)(a) of the English version of the Act is replaced by the following:
(a) the scrip certificates become void or, in Quebec, null if not exchanged for an investment share representing a full investment share before a specified date; and
91. Section 187 of the English version of the Act is replaced by the following:
Agent or mandatary
187. A cooperative may appoint an agent or mandatary to maintain securities registers on its behalf.
92. Section 194 of the Act is replaced by the following:
Minors
194. If an individual who is less than 18 years of age exercises a right of ownership in a security of a cooperative, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the cooperative.
93. Subsection 200(1) of the English version of the Act is replaced by the following:
Incorporation by reference
200. (1) The terms of a security include those stated on the security and those incorporated by reference to another instrument or act, Act of Parliament or the legislature of a province, regulation, rule or order to the extent that the incorporated terms do not conflict with those stated on the security.
94. Section 211 of the English version of the Act is replaced by the following:
Limitation of the purchase
211. A purchaser acquires rights only to the extent of the interest or right purchased.
95. Section 225 of the English version of the Act is replaced by the following:
Effect of failure by fiduciary to comply
225. Failure of a fiduciary to comply with the instrument or act that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.
96. Subsection 231(2) of the Act is replaced by the following:
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 or right in the fungible bulk.
97. Sections 235 and 236 of the Act are replaced by the following:
Seizure of security
235. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.
No liability for acts in good faith
236. An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities.
98. The portion of section 245 of the French version of the Act before paragraph (a) is replaced by the following:
Obligation d’authentification
245. Les personnes chargées par l’émetteur de reconnaître l’authenticité des valeurs mobilières, notamment les mandataires, les agents de transfert ou les fiduciaires, ont, lors de l’émission, de l’inscription du transfert et de l’annulation d’une valeur mobilière de l’émetteur :
99. Subparagraph 253(2)(b)(iii) of the English version of the Act is replaced by the following:
(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the cooperative or any of its affiliates within two years of the proposed appointment of the person as auditor of the cooperative.
100. The definitions “trustee” and “trust indenture” in section 266 of the Act are replaced by the following:
“trustee”« fiduciaire »
“trustee” means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee.
“trust indenture”« acte de fiducie »
“trust indenture” means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it.
101. The heading of Part 15 of the English version of the Act is replaced by the following:
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
102. Sections 278 and 279 of the Act are replaced by the following:
Functions of receiver or sequestrator
278. A receiver or sequestrator of any property of a cooperative may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the cooperative.
Functions of receiver-manager
279. A receiver-manager of a cooperative may carry on any business of the cooperative to protect the security interest of those on behalf of whom the receiver-manager is appointed.
103. Section 280 of the English version of the Act is replaced by the following:
Directors’ powers cease
280. If a receiver, receiver-manager or sequestrator is appointed by a court or under an instrument or act, no director shall exercise the directors’ powers that the receiver, receiver-manager or sequestrator is authorized to exercise until the receiver, receiver-manager or sequestrator is discharged.
104. (1) Subsections 281(1) and (2) of the English version of the Act are replaced by the following:
Appointment by court
281. (1) A receiver, receiver-manager or sequestrator appointed by a court must act in accordance with any directions of the court.
Appointment under instrument or act
(2) A receiver, receiver-manager or sequestrator appointed under an instrument or act must act in accordance with the instrument or act and any direction that the court may make under section 282.
(2) The portion of subsection 281(3) of the English version of the Act before paragraph (a) is replaced by the following:
Duty
(3) A receiver, receiver-manager or sequestrator must
105. Section 282 of the English version of the Act is replaced by the following:
Directions given by court
282. A court may, on the application of a receiver, receiver-manager or sequestrator appointed by a court or under an instrument or act, or any other interested person, make any order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator that it considers appropriate, including an order
(a) appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
(b) determining the notice to be given to any person or dispensing with notice to any person;
(c) fixing the remuneration of the receiver, receiver-manager or sequestrator;
(d) requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom they were appointed, to make good any default in connection with their custody or management of the property and business of the cooperative, or relieving them, or a person by or on behalf of whom they were appointed, from any default on any terms that the court considers appropriate;
(e) confirming any act of the receiver, receiver-manager or sequestrator; and
(f) giving directions on any other matter relating to the duties of the receiver, receiver-manager or sequestrator.
106. (1) The portion of section 283 of the English version of the Act before paragraph (e) is replaced by the following:
Required action
283. A receiver, receiver-manager or sequestrator must
(a) take the property of the cooperative into custody and control in accordance with the court order, instrument or act under which the receiver, receiver-manager or sequestrator is appointed;
(b) open and maintain a bank account as receiver, receiver-manager or sequestrator of the cooperative for the money of the cooperative coming under their control;
(c) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
(d) keep accounts of the administration as receiver, receiver-manager or sequestrator and cause them to be made available during usual business hours for inspection by the directors;
(2) Paragraph 283(f) of the English version of the Act is replaced by the following:
(f) on completion of their duties, render a final account of the administration in the form that the receiver, receiver-manager or sequestrator has adopted for preparation of interim accounts under paragraph (e); and
107. (1) Subparagraph 302(6)(c)(i) of the Act is replaced by the following:
(i) in the case of a dissenting member, for withdrawal from the cooperative, for payment of all membership shares at their fair value and for repayment of any other interest or right held by the member in the cooperative, fair value being determined on the day before the resolution was adopted, and
(2) Subsection 302(19) of the Act is replaced by the following:
Parties
(19) On an application under subsection (16) or (17), all dissenting members and shareholders whose shares or other interests or rights have not been purchased are joined as parties and the cooperative must notify them, advising each of them of the right to participate in, and the consequences of, the application. No dissenting member or shareholder is required to give security for costs in the application.
108. (1) Paragraph 316(b) of the French version of the Act is replaced by the following:
b) de nommer un liquidateur et d’exiger de lui une garantie, de fixer sa rémunération ou de le remplacer;
(2) Paragraph 316(k) of the French version of the Act is replaced by the following:
k) sur avis à tous les intéressés, de décharger le liquidateur de ses manquements, selon les modalités que le tribunal estime indiquées, et de confirmer ses actes;
109. Paragraph 321(1)(e) of the English version of the Act is replaced by the following:
(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the cooperative;
110. Subsection 322(4) of the English version of the Act is replaced by the following:
Publication
(4) A liquidator must give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 316, to each member or shareholder and to any person who provided a security, a fidelity bond or fidelity insurance for the liquidation, and must publish the notice in a newspaper published or distributed in the place where the cooperative has its registered office, in any manner set out in the by-laws or as otherwise directed by the court.
111. Paragraph 326(5)(a) of the French version of the Act is replaced by the following:
a) joindre comme partie à l’instance chaque ancien membre ou détenteur de parts de placement que le demandeur a retrouvé;
112. Subsections 335(1) to (3) of the Act are replaced by the following:
Membership shares included
335. (1) For the purposes of this section, a security includes a membership share or an interest or right in one.
Information respecting ownership and control
(2) If the Director is satisfied that, for the purposes of Part 9 or 10 or for the purposes of enforcing any regulation made under section 130, there is reason to inquire into the ownership or control of a security of a cooperative or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to the Director or to any designated person,
(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
(b) the names and addresses of the persons who have or have had such an interest or right and of any person who acts or has acted in relation to the security on behalf of such persons.
Deemed interest or right in securities
(3) For the purposes of subsection (2), a person is deemed to hold an interest or right in a security if
(a) in the case of a membership share, the person is or is entitled to be entered in the records of the cooperative as the owner of the membership share; and
(b) in the case of an investment share,
(i) the person has a right to vote or to acquire or dispose of the investment share or an interest or right in it,
(ii) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the investment share, or
(iii) any other person with an interest or right in the investment share can be required or is accustomed to exercise rights or privileges attached to it in accordance with that person’s instructions.
113. Section 336 of the English version of the Act is replaced by the following:
Solicitor-client privilege or professional secrecy
336. Nothing in this Part may be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
2001, c. 14, s. 218; 2005, c. 33, s. 6(2)
114. Subsection 337.5(1.1) of the English version of the Act is replaced by the following:
Exception
(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.
115. Subsection 341(2) of the Act is replaced by the following:
Court approval to discontinue
(2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court considers appropriate.
116. Section 346 of the English version of the Act is replaced by the following:
Restraining or compliance order
346. If a cooperative or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a cooperative does not comply with this Act, the regulations, the articles, the by-laws or a unanimous agreement, a complainant or the Director may, in addition to any other right, apply to a court for an order directing any such person to comply with or restraining them from acting in breach of it. On the application, the court may order compliance and make any further order it thinks fit.
2001, c. 14, s. 226
117. Subsection 367(4) of the English version of the Act is replaced by the following:
Execution or signature of documents
(4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or, in Quebec, signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.
2001, c. 14, s. 229(2)
118. Subparagraph 373(2)(b)(iv) of the English version of the Act is replaced by the following:
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent or mandatary, and
R.S., c. C-38
Consumer Packaging and Labelling Act
119. The definition “product” in subsection 2(1) of the Consumer Packaging and Labelling Act is replaced by the following:
“product”« produit »
“product” means any article that is or may be the subject of trade or commerce but does not include land or any interest or right in land;
120. Subsection 20(3) of the English version of the Act is replaced by the following:
Criminal liability of officers, etc., of corporations
(3) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.
121. Subsection 21(1) of the Act is replaced by the following:
Offence by employee or agent or mandatary
21. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.
R.S., c. E-4
Electricity and Gas Inspection Act
122. (1) Paragraph 10(a) of the Electricity and Gas Inspection Act is replaced by the following:
(a) may, on making application in prescribed manner, be accredited by the director for purposes of the verification, sealing, reverification and resealing of any meter or any class, type or design of meter and the execution of prescribed incidental functions by that person or their employee, agent or mandatary; and
(2) Paragraph 10(b) of the English version of the Act is replaced by the following:
(b) shall, in the event of the granting of the application under paragraph (a), be issued with a certificate of accreditation in prescribed form by the director.
123. Subsection 26(5) of the English version of the Act is replaced by the following:
Restrictions
(5) No person who is an accredited meter verifier or a seller of electricity, gas or meters or who is employed by or is the agent or mandatary of an accredited meter verifier or a seller of electricity may be appointed or designated under this section or act as a person so appointed or designated.
124. (1) Subsections 31(2) and (3) of the Act are replaced by the following:
Application by person claiming interest or right
(2) When any meter is ordered to be forfeited under subsection (1), any person, other than a party to the proceedings that resulted in the order, who claims an interest or right in the meter as owner, mortgagee or hypothecary creditor, as lien holder or holder of a prior claim or of any like interest or right may, within 30 days after the making of the order of forfeiture, apply to any superior court of competent jurisdiction for an order under subsection (5) after which the court shall fix a day for the hearing of the application.
Notice
(3) An applicant for an order under subsection (5) shall, at least 30 days prior to the day fixed for the hearing of the application, serve a notice of the application and of the hearing on the Minister and on all other persons who have claimed an interest or right in the meter that is the subject matter of the application as owner, mortgagee or hypothecary creditor, as lien holder or holder of a prior claim or of any like interest or right of whom the applicant has knowledge.
(2) Subsection 31(5) of the Act is replaced by the following:
Order declaring nature and extent of interests or rights
(5) If, on the hearing of an application under this section, the court is satisfied that the applicant or any intervenor
(a) is innocent of any complicity in any conduct that caused the meter to be subject to forfeiture and of any collusion in relation to any such conduct, and
(b) exercised all reasonable care in respect of the persons permitted to obtain possession and use of the meter to satisfy himself or herself that it was not likely to be used in the commission of an offence under paragraph 30(b) or, in the case of a mortgagee or hypothecary creditor or a lien holder or a holder of a prior claim, that they exercised such care with respect to the mortgagor or hypothecary debtor or the giver of a lien or prior claim,
the applicant, intervenor or both are entitled to an order declaring that their interests or rights are not affected by the forfeiture and declaring the nature and extent of each of their interests or rights and the rankings among them, and the court may, in addition, order that the meter to which the interests or rights relate be delivered to one or more of the persons found to have an interest or right in the meter or that an amount equal to the value of each of the interests or rights so declared be paid to the persons found to have those interests or rights.
125. Subsection 35(2) of the English version of the Act is replaced by the following:
Officers, etc., of corporations
(2) If a contractor or corporation commits an offence under this Act, any officer, director or agent or mandatary of the contractor or corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the contractor or corporation has been prosecuted or convicted.
126. (1) Subsection 36(1) of the English version of the Act is replaced by the following:
Offence by employee or agent or mandatary
36. (1) In any prosecution for an offence under this Act it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.
(2) Subsection 36(4) of the English version of the Act is replaced by the following:
Prosecution of unincorporated body
(4) A prosecution for an offence under this Act may be brought against and in the name of an unincorporated body that is a contractor and, for the purposes of that prosecution, the body is deemed to be a person and any act or thing done or omitted by any officer or agent or mandatary of the body within the scope of their authority to act on behalf of the body is deemed to be an act or thing done or omitted by the body.
R.S., c. E-21
Expropriation Act
127. (1) The definitions “expropriated interest”, “interest in land” and “owner” in section 2 of the Expropriation Act are repealed.
(2) The definitions “land” and “registrar” in section 2 of the Act are replaced by the following:
“land”« bien-fonds »
“land” includes mines, buildings, structures, other things in the nature of fixtures and objects that are immovable within the meaning of Quebec civil law and also includes minerals whether precious or base, on, above or below the surface, but excludes minerals above the surface in Quebec;
“registrar”« registrateur »
“registrar” means the officer with whom the titles relating to real property and immovables are registered or recorded.
(3) The definition “enregistrer” in section 2 of the French version of the Act is replaced by the following:
« enregistrer »“register”
« enregistrer » S’entend notamment du fait d’inscrire, de produire ou de déposer.
(4) Section 2 of the Act is amended by adding the following in alphabetical order:
“expropriated interest or right”« droit ou intérêt exproprié »
“expropriated interest or right” means any estate, interest or right that has been lost, in whole or in part, by the registration of a notice of confirmation under Part I;
(5) Section 2 of the Act is renumbered as subsection 2(1) and is amended by adding the following:
Interpretation
(2) For the purposes of this Act,
(a) an interest in land relates to any land in Canada elsewhere than in Quebec;
(b) an immovable real right relates to any land in Quebec and includes the right of a lessee of the land;
(c) an owner of an interest is a person who has a right, estate or interest in any land in Canada elsewhere than in Quebec; and
(d) a holder of a right is a person who has a right in any land in Quebec, including a lessee of the land.
128. Subsection 4(1) of the Act is replaced by the following:
Authority to expropriate
4. (1) Any interest in land or immovable real right, including any of the interests or rights mentioned in sections 7 and 7.1, that, in the opinion of the Minister, is required by the Crown for a public work or other public purpose may be expropriated by the Crown in accordance with the provisions of this Part.
1996, c. 10, s. 228
129. (1) Subsections 4.1(1) to (3) of the Act are replaced by the following:
Request by railway company to expropriate
4.1 (1) If a railway company, as defined in section 87 of the Canada Transportation Act, requires an interest in land or immovable real right for the purposes of its railway and has unsuccessfully attempted to purchase the interest or right, the railway company may request the Minister of Transport to have the Minister have the interest or right expropriated by the Crown in accordance with this Part.
Power of Minister
(2) The Minister shall have the interest in land or immovable real right expropriated by the Crown in accordance with this Part if
(a) the Minister of Transport is of the opinion that the interest or right is required by the railway company for its railway and recommends to the Governor in Council that it be expropriated in accordance with this Part; and
(b) the Governor in Council consents to the expropriation of the interest or right.
Deemed opinion
(3) If the Minister of Transport is of the opinion that the interest in land or immovable real right is required by the railway company for its railway, the Minister is deemed to be of the opinion that the interest or right is required by the Crown for a public work or other public purpose.
1996, c. 10, s. 228
(2) Subsection 4.1(6) of the French version of the Act is replaced by the following:
Garantie
(6) Le ministre peut exiger que la compagnie de chemin de fer fournisse une garantie, selon le montant et les autres modalités qu’il détermine, pour le paiement des frais payables en application du présent article.
1996, c. 10, s. 228
(3) Subsection 4.1(7) of the English version of the Act is replaced by the following:
Vesting
(7) For the purpose of this section, the reference to the Crown in section 15 shall be read as a reference to the railway company that made a request under subsection (1).
1996, c. 10, s. 228
(4) Subsection 4.1(8) of the Act is replaced by the following:
Restriction on alienation
(8) If an interest in land or immovable real right that was vested in the Crown before the expropriation is obtained by a railway company under section 15, the railway company may not alienate that interest or right except to transfer it to the Crown.
130. Sections 5 to 7 of the Act are replaced by the following:
Notice of intention to expropriate
5. (1) If, in the opinion of the Minister, any interest in land or immovable real right is required by the Crown for a public work or other public purpose, the Minister may request the Attorney General of Canada to register a notice of intention to expropriate the interest or right, signed by the Minister, setting out
(a) a description of the land;
(b) the nature of the interest or right intended to be expropriated and whether the interest or right is intended to be subject to any existing interest in land or immovable real right;
(c) an indication of the public work or other public purpose for which the interest or right is required; and
(d) a statement that it is intended that the interest or right be expropriated by the Crown.
Registration of notice
(2) On receiving from the Minister a request to register a notice of intention described in this section, the Attorney General of Canada shall cause the notice, together with a plan of the land to which the notice relates, to be registered in the office of the registrar for the county, district or registration division in which the land is situated, and, after causing any investigations and searches to be made respecting the state of the title to the land that appear to him or her to be necessary or desirable, the Attorney General of Canada shall provide the Minister with a report setting out the names and latest known addresses, if any, of the persons appearing to have any estate, interest or right in the land, so far as he or she has been able to ascertain them.
Further indication of public purpose
(3) If, in the opinion of the Minister, the interest or right to which a notice of intention described in this section relates is required by the Crown for a purpose related to the safety or security of Canada or a state allied or associated with Canada and it would not be in the public interest to indicate that purpose, a statement in the notice to the effect that the interest or right is required by the Crown for such a purpose is sufficient compliance with paragraph (1)(c) without any other indication.
Further indication of public purpose — additional information
(4) Subject to subsection (3), the Minister shall, for the purposes of sections 9 and 10 and to the extent that it appears to him or her practicable and in the public interest to do so, make available to any person on request any additional information that is available to the Minister with respect to the public work or other public purpose for which the interest or right to which a notice registered under this section relates is required by the Crown.
Error, etc., in notice or plan
6. (1) If a notice or plan registered under section 5 contains any omission, misstatement or erroneous description, a corrected notice or plan may be registered and will be deemed to relate back to the day the original notice or plan was registered.
Validity of notice — nature of the interest or right
(2) A notice registered under section 5 is not invalid by reason only that it does not set out the nature of the interest or right intended to be expropriated and, in that case, the interest or right intended to be expropriated includes all the interests in the land or immovable real rights to which the notice relates.
Validity of notice — existing interest in land or immovable real right
(3) A notice registered under section 5 is not invalid by reason only that it does not set out whether the interest or right intended to be expropriated is intended to be subject to an existing interest in land or immovable real right to which the notice relates, and, if it does not do so, the interest or right intended to be expropriated is not subject to that existing interest or right.
Provincial lands
(4) If it appears to the Attorney General of Canada that any land, interest in land or immovable real right to which a notice registered under section 5 relates belongs to Her Majesty in right of any province, he or she shall immediately cause the attorney general of the province to be notified of the registration and its particulars.
Nature of interests that may be set out in notice — provinces other than Quebec
7. In Canada elsewhere than in Quebec, a notice of intention may set out, as the nature of the interest intended to be expropriated, any estate or interest in land, including, without restricting the generality of the foregoing,
(a) an interest limited as to time or by condition or otherwise;
(b) an easement, profit or other servitude;
(c) any right to, over or in respect of land that might be conferred by the owner of the land, whether or not that right, if conferred by the owner, could be asserted against a subsequent owner of the land;
(d) any restriction on the use of land that might be assumed by covenant or other agreement, whether or not that restriction, if assumed by the owner of the land, could be asserted against a subsequent owner thereof; and
(e) the exclusive possession of land for a limited time or for a definite or indefinite period, subject to any conditions or limitations that may be specified in the notice.
Nature of rights that may be set out in notice — Quebec
7.1 In Quebec, a notice of intention may set out, as the nature of the right intended to be expropriated, any immovable real right.
131. (1) The portion of subsection 8(1) of the Act before paragraph (a) is replaced by the following:
Sending of copies and publication of notice
8. (1) If a notice of intention to expropriate an interest in land or immovable real right has been registered, the Minister shall cause a copy of the notice
(2) Subsection 8(3) of the Act is replaced by the following:
Statement regarding right to object
(3) There shall be included in any notice or copy published or sent as described in subsection (1) a statement of the provisions of section 9 as that section applies to the intended expropriation of the interest or right to which the notice relates.
132. Section 9 of the Act is replaced by the following:
Objections
9. Any person who objects to the intended expropriation of an interest in land or immovable real right to which a notice of intention relates may, within 30 days after the day on which the notice is given, serve on the Minister an objection in writing stating the name and address of that person and indicating the nature of the objection, the grounds on which the objection is based and the nature of the interest of that person in the matter of the intended expropriation.
133. (1) Subsection 10(6) of the English version of the Act is replaced by the following:
Right to legal counsel
(6) Any person who may be heard at a public hearing under this section may be represented by legal counsel at the hearing.
(2) Subsection 10(11) of the Act is replaced by the following:
Order if possession by Crown urgently required
(11) If, before a notice of intention is registered, the Governor in Council is of the opinion that the physical possession or use by the Crown of the land to the extent of the interest or right intended to be expropriated is, by reason of special circumstances, urgently required and that to order that a public hearing be conducted with respect to it would occasion a delay prejudicial to the public interest, the Governor in Council may direct that no order be made by the Minister under subsection (1) with respect to the intended expropriation and, in which case, a statement to that effect shall be included in the notice of intention.
134. Subsection 11(3) of the Act is replaced by the following:
If more limited interest or right only required
(3) Whenever, at the time of confirming an intention to expropriate an interest in land or immovable real right, the Minister is of the opinion that a more limited interest or right is required by the Crown for a public work or other public purpose, the Minister may confirm the intention to expropriate the more limited interest or right, in which case the Minister shall be deemed to have abandoned the intention to expropriate the remainder of the interest in land or immovable real rights.
135. Sections 12 and 13 of the Act are replaced by the following:
Notice of abandonment of intention
12. (1) If the Minister has abandoned an intention to expropriate an interest in land or immovable real right otherwise than by confirming an intention to expropriate a more limited interest or right in it, the Minister shall immediately cause a notice of abandonment of the intention to be sent
(a) to each of the persons then appearing to have any estate, interest or right in the land, so far as the Attorney General of Canada has been able to ascertain them, and each other person who served an objection on the Minister under section 9; and
(b) to the Attorney General of Canada, who shall immediately confirm the abandonment by causing the notice to be registered in the office of the registrar where the notice of intention was registered.
Right of owner or holder if abandonment of intention
(2) If an intention to expropriate an interest in land or immovable real right, or the remainder of the interest or rights, has been abandoned, compensation in accordance with this Part shall be paid by the Crown to any person who was the owner or holder of the interest or right or of the remainder of the interest or rights at the time when the notice of intention was registered.
Copy of report and reasons to be sent on request
13. If the Minister, after receiving and considering a report of a hearing officer appointed to conduct a public hearing with respect to an objection served on the Minister by any person under section 9, has confirmed an intention to expropriate an interest in land or immovable real right, or a more limited interest or right in it, in the manner provided in section 14, the Minister shall, at the written request of the person who served the objection, provide that person with a copy of the report of the hearing officer and, if effect was not given to the objection, a statement of the reasons that the Minister had for not giving it effect.
136. Subsection 14(1) of the Act is replaced by the following:
Notice of confirmation of intention
14. (1) The Minister may confirm an intention to expropriate an interest in land or immovable real right to which a notice of intention relates, or a more limited interest or right in the land, by requesting the Attorney General of Canada to register a notice of confirmation, signed by the Minister, setting out,
(a) if the interest or right expropriated is the same as the interest or right to which the notice of intention relates, a statement that the intention to expropriate that interest or right is confirmed; or
(b) if the interest or right expropriated is a more limited interest or right than the interest or right to which the notice of intention relates, a statement that the intention to expropriate the interest or right to which the notice of intention relates is confirmed except as expressly specified in the statement.
137. Sections 15 and 16 of the Act are replaced by the following:
Effect of registration of notice
15. On the registration of a notice of confirmation,
(a) the interest or right confirmed to be expropriated becomes and is absolutely vested in the Crown; and
(b) any other estate, interest or right is, as against the Crown or any person claiming on behalf of or under the direction of the Crown, thereby lost to the extent that the estate, interest or right is inconsistent with the interest or right confirmed to be expropriated.
Copies to be sent and offer of full compensation to be made
16. (1) When a notice of confirmation has been registered, the Minister shall,
(a) immediately after the registration of the notice, cause a copy of the notice to be sent to each of the persons then appearing to have any estate, interest or right in the land, so far as the Attorney General of Canada has been able to ascertain them, and each other person who served an objection on the Minister under section 9; and
(b) within 90 days after the day on which the notice is registered, or, if at any time before the expiration of those 90 days an application has been made under section 18, within the later of
(i) 90 days after the day on which the notice is registered, or
(ii) 30 days after the day on which the application is finally disposed of,
make to each person who is entitled to compensation under this Part, in respect of an expropriated interest or right to which the notice of confirmation relates, an offer in writing of compensation, in an amount estimated by the Minister to be equal to the compensation to which that person is then entitled under this Part in respect of that interest or right, not conditional on the provision by that person of any release or releases and without prejudice to the right of that person, if the person accepts the offer, to claim additional compensation in respect thereof.
If delay in offer
(2) If, in any case, it is not practicable for the Minister to make an offer of compensation under this section in respect of an expropriated interest or right within the applicable period described in paragraph (1)(b), the Minister shall make such an offer as soon as practicable after the expiration of that period and in any event before any compensation is adjudged by the Court to be payable under this Part in respect of that interest or right, in which case, interest as described in subsection 36(4) is payable in addition to any other interest payable under section 36 to the person entitled to compensation in respect of that interest or right.
Offer to be based on written appraisal
(3) An offer of compensation made to a person under this section in respect of an expropriated interest or right shall be based on a written appraisal of the value of that interest or right, and a copy of the appraisal shall be sent to that person at the time of the making of the offer.
Statements to be included in copy of notice and in offer
(4) There shall be included in any copy of a notice of confirmation sent to any person as described in paragraph (1)(a) a statement of the provisions of section 29 as that section applies to them, and there is to be included in any offer in writing sent to any person as described in paragraph (1)(b) a statement to the effect that the offer is not conditional on them providing any release or releases and is made without prejudice to their right, if the offer is accepted, to claim additional compensation in respect of the expropriated interest or right.
138. (1) Subsection 18(1) of the Act is replaced by the following:
Determination respecting title
18. (1) If the Attorney General of Canada, at any time after the registration of a notice of confirmation, is in doubt as to the persons who had any estate, interest or right in the land to which the notice relates or as to its nature or extent, the Attorney General of Canada may apply to the Court to make a determination respecting the state of the title to the land or any part of the land immediately before the registration of the notice, and to adjudge who had an estate, interest or right in the land at that time, and its nature and extent.
(2) Subsections 18(3) and (4) of the Act are replaced by the following:
Adjudication
(3) After the hearing under subsection (2), the Court shall either adjudge for the purposes of this Part what persons had any estate, interest or right in the land to which the notice of confirmation relates immediately before the registration of the notice, and its nature and extent, or direct an issue or issues to be tried for the purpose of enabling the Court to make such an adjudication.
Effect of adjudication
(4) An adjudication made by the Court for the purposes of this Part is deemed to be a final judgment of the Court and, subject to variation on appeal, if any, to finally determine for all purposes of this Part what persons had any estate, interest or right in the land to which the notice of confirmation relates immediately before the registration of the notice, and its nature and extent.
139. Sections 19 to 21 of the Act are replaced by the following:
Right of Crown to physical possession
19. (1) Despite section 15, the Crown becomes entitled to take physical possession or make use of any land to which a notice of confirmation relates, to the extent of the expropriated interest or right, only at such of the following times as is applicable:
(a) at the time of the registration of the notice of confirmation, if at that time no other person who was the owner or holder of an interest or right in the land immediately before the registration of the notice of confirmation is in occupation of the land;
(b) at such time, if any, after the registration of the notice of confirmation as physical possession or use of the land to the extent of the expropriated interest or right is given up to the Crown without any notice under paragraph (c) having been sent to the persons described in that paragraph; or
(c) in any other case, at any time after the registration of the notice of confirmation that
(i) the Minister has sent a notice to each of the persons appearing to have had any estate, interest or right in the land at the time of the registration of the notice of confirmation, so far as the Attorney General of Canada has been able to ascertain them, or, if an application has been made under section 18 and has been finally disposed of, to each of the persons adjudged to have had an estate, interest or right in the land immediately before the registration of the notice of confirmation, that physical possession or use is required by the Crown on and after the expiration of any period that is specified in the notice, being not less than 90 days after the day on which the notice is sent to each of those persons, and either that period has expired or physical possession or use has been given up to the Crown before the expiration of that period, and
(ii) the Minister has made an offer under section 16 to each of the persons then entitled to compensation under this Part in respect of an expropriated interest or right.
If possession by Crown urgently required
(2) If, at any time before or after a notice of confirmation has been registered, the Governor in Council is of the opinion that the physical possession or use by the Crown of the land to which the notice relates to the extent of the expropriated interest or right or interest or right intended to be expropriated is, by reason of special circumstances, urgently required, the Governor in Council may direct
(a) that there be substituted for the 90 days referred to in paragraph (1)(c) any lesser number of days that in his or her opinion the circumstances require; or
(b) if an application has been made under section 18 but has not been finally disposed of, that physical possession or use may be taken or made by the Crown despite the fact that no offer has then been made under section 16.
Intention to abandon expropriation — right of election to accept or reject abandonment
20. (1) If, at any time before any compensation is paid in respect of an expropriated interest or right, the Minister is of the opinion that the interest or right is not or is no longer required by the Crown for a public work or other public purpose, or that a more limited interest or right only is so required, the Minister may give notice that he or she intends to abandon the interest or right or the remainder of the interest or rights, as the case may be, by causing a copy of the notice to be sent to each of the persons mentioned in paragraph 19(1)(c), each of whom may, within 30 days after the day a copy of the notice was sent to them, serve on the Minister a notice in writing that they elect to
(a) accept the abandonment, and have the interest or right or the remainder of the interest or rights revest in them to the extent that the abandonment would operate so that the interest or right or the remainder would revest in them; or
(b) reject the abandonment.
If election to accept abandonment
(2) If each of the persons to whom a notice is sent under subsection (1) serves a notice on the Minister under that subsection that they elect to accept the abandonment, the Minister may cause a notice of abandonment of the expropriated interest or right or the remainder of the interest or rights, as the case may be, to be sent to each of those persons and to the Attorney General of Canada, who shall immediately confirm the abandonment by causing the notice to be registered in the office of the registrar where the notice of confirmation was registered.
Effect of confirmation of abandonment
21. If an expropriated interest or right or the remainder of the interest in land or immovable real rights is confirmed to be abandoned, the expropriated interest or right then revests in the persons from whom it was taken or the persons entitled to claim on their behalf or under their direction, or the land revests in those persons subject to the more limited interest or right in the land retained by the Crown, as the case may be.
140. Section 22 of the English version of the Act is replaced by the following:
Duties of registrar
22. Every registrar shall receive and permanently preserve in their office any notices and plans that the Attorney General of Canada causes to be registered under this Part, and shall endorse on the notices and plans the day, hour and minute when they were received as the time of registration and make any entries in the records or registers that will make their registration public.
141. Paragraphs 23(b) and (c) of the Act are replaced by the following:
(b) it shall be deemed that
(i) all of the interests or rights to which a notice of intention relates are,
(ii) a more limited interest or right only to which a notice of confirmation relates is, or
(iii) an interest or right stated in a notice of abandonment to be abandoned or the remainder of the interest or rights, as the case may be, is not or is no longer,
in the opinion of the Minister required by the Crown for a public work or other public purpose; and
(c) it shall be deemed that, on being caused to be registered by the Attorney General of Canada in the office of the registrar where a notice of intention to expropriate an interest in land or immovable real right was registered, a document purporting to be a notice of confirmation of the intention to expropriate that interest or right or a more limited interest or right only in the land is a notice of confirmation of that intention then registered in accordance with this Part.
142. Sections 25 to 27 of the Act are replaced by the following:
Right to compensation
25. (1) Compensation is to be paid by the Crown to each person who, immediately before the registration of a notice of confirmation, was the owner or holder of an estate, interest or right in the land to which the notice relates, to the extent of their expropriated interest or right, the amount of which compensation is equal to the aggregate of
(a) the value of the expropriated interest or right at the time of its taking, and
(b) the amount of any decrease in value of the remaining property of the owner or holder, as determined under section 27.
Time as of which value to be determined
(2) For the purposes of this section and sections 26 and 27, the time of the taking of an expropriated interest or right is,
(a) if an election is made under subsection (3) by the owner or holder of the interest or right, the time specified by the owner or holder in their election; and
(b) in any other case, the time when the notice of confirmation was registered.
Election to have the value of the interest or right determined
(3) If no copy of a notice of confirmation was sent to a person whose name is set out in the report of the Attorney General of Canada referred to in subsection 5(2) or who served an objection on the Minister under section 9 until a time more than 90 days after the day on which the notice is registered, that person may, at any time before any compensation is paid to them in respect of any expropriated interest or right of which they were the owner or holder immediately before the registration of the notice of confirmation, elect to have the value of the interest or right determined, as specified by them in their election, at either
(a) the time when the notice of confirmation was registered; or
(b) the time when the copy of the notice of confirmation was sent to them.
Rules for determining value
26. (1) The rules set out in this section shall be applied in determining the value of an expropriated interest or right.
Market value defined
(2) Subject to this section, the value of an expropriated interest or right is its market value, being the amount that would have been paid for the interest or right if, at the time of its taking, it had been sold in the open market by a willing seller to a willing buyer.
If owner or holder required to give up occupation
(3) If the owner or holder of an expropriated interest or right was in occupation of any land at the time the notice of confirmation was registered and, as a result of the expropriation, it has been necessary for them to give up occupation of the land, the value of the expropriated interest or right is the greater of
(a) the market value of that interest or right determined as set out in subsection (2), and
(b) the aggregate of
(i) the market value of that interest or right determined on the basis that the use to which the expropriated interest or right was being put at the time of its taking was its highest and best use, and
(ii) the costs, expenses and losses arising out of or incidental to the owner’s or holder’s disturbance, including moving to other premises, but if those costs, expenses and losses cannot practically be estimated or determined, there may be allowed in their place a percentage, not more than 15, of the market value determined as set out in subparagraph (i),
plus the value to the owner or holder of any element of special economic advantage to them arising out of or incidental to their occupation of the land, to the extent that no other provision is made by this paragraph for the inclusion of that element in determining the value of the expropriated interest or right.
If Crown has taken physical possession of land
(4) If the Crown has taken physical possession or made use of the land referred to in subsection (3) on the expiration of a period of notice to the owner or holder shorter than the 90 days mentioned in paragraph 19(1)(c), there shall be added to the value of the expropriated interest or right otherwise determined under this section an additional amount equal to 10 per cent of that value.
If specially designed building erected on land
(5) Despite subsection (3), if any parcel of land to which a notice of confirmation relates had any building or other structure erected on it that was specially designed for use for the purpose of a school, hospital, municipal institution or religious or charitable institution or for any similar purpose, the use of which building or other structure for that purpose by the owner or holder has been rendered impracticable as a result of the expropriation, the value of the expropriated interest or right is, if that interest or right was and, but for the expropriation, would have continued to be used for that purpose and at the time of its taking there was no general demand or market for that interest or right for that purpose, the greater of
(a) the market value of the expropriated interest or right determined as set out in subsection (2), and
(b) the aggregate of
(i) the cost of any reasonably alternative interest in land or immovable real right for that purpose, and
(ii) the cost, expenses and losses arising out of or incidental to moving to and re-establishment on other premises, but if those costs, expenses and losses cannot practically be estimated or determined, there may instead be allowed a percentage, not exceeding 15, of the cost referred to in subparagraph (i),
minus the amount by which the owner or holder has improved, or may reasonably be expected to improve, their position through re-establishment on other premises.
If Crown has taken physical possession of land
(6) If the Crown has taken physical possession or made use of the parcel of land referred to in subsection (5) on the expiration of a period of notice to the owner or holder shorter than the 90 days mentioned in paragraph 19(1)(c), there shall be added to the value of the expropriated interest or right otherwise determined under this section an additional amount equal to 10 per cent of that value.
Additional factors
(7) For the purposes of subparagraphs (3)(b)(ii) and (5)(b)(ii), consideration shall be given to the time and circumstances in which a former owner or holder was allowed to continue in occupation of the land after the Crown became entitled to take physical possession or make use of it, and to any assistance given by the Minister to enable the former owner or holder to seek and obtain alternative premises.
Land used for residence
(8) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, being used by its owner or holder for the purposes of their residence and the value of the interest or right otherwise determined under this section is less than the minimum amount sufficient to enable the owner or holder, at the earlier of
(a) the time of payment to them of any compensation in respect of the interest or right, otherwise than pursuant to any offer made to them under section 16, and
(b) the time when the Crown became entitled to take physical possession or make use of the land to the extent of the expropriated interest or right,
to relocate their residence in or on premises reasonably equivalent to the premises expropriated, there shall be added to the value of the interest or right otherwise determined under this section the amount by which that minimum amount exceeds that value.
Moving and relocation expenses of lessee
(9) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, owned or held by a lessee, there shall be substituted for the amount determined under subparagraph (3)(b)(ii) or (5)(b)(ii), or the amount by which the minimum amount referred to in subsection (8) exceeds the value of the interest or right referred to in the notice of confirmation otherwise determined under this section, as the case may be, any part of that amount that is appropriate having regard to
(a) the length of the term of the lease and the portion of the term remaining at the time at which the determination is relevant;
(b) any right or reasonable prospect of renewal of the term that the lessee had; and
(c) any investment in the land by the lessee and the nature of any business carried on by them on the land.
Land subject to security interest or real security
(10) If an expropriated interest or right was, immediately before the registration of a notice of confirmation, subject to an interest in land or immovable real right held by its owner or holder as security only, in this subsection called a “security interest” or, in Quebec, a “real security”,
(a) the value of the expropriated interest or right is the aggregate of
(i) the value of the interest or right determined under this section as though it had not been subject to any security interest or real security, and
(ii) the amount of any loss or anticipated loss to the owner or holder of the expropriated interest or right resulting from a difference in rates of interest during the remainder of the period for which any principal amount payable under the terms of the security was advanced, that difference to be calculated on the basis of an assumed rate of interest not greater than the prevailing rate of interest for an equivalent security, to the extent that no other provision is made by this section for the inclusion of an amount in respect of the loss or anticipated loss in determining the value of the expropriated interest or right,
less the value of each security interest or real security to which the expropriated interest or right was subject, determined as provided in paragraph (b) but as though no amount were included by virtue of subparagraph (b)(ii);
(b) the value of the security interest or real security is the aggregate of
(i) the principal amount outstanding under the terms of the security, and any interest due or accrued under those terms, at the time of the registration of the notice of confirmation, and
(ii) an amount equal to three times the interest element, calculated as a monthly amount, of any payment of interest or of principal and interest payable under the terms of the security at the rate in effect under the terms of the security immediately before the registration of the notice of confirmation,
and if the expropriated interest or right was subject to more than one security interest or real security, the value of each security interest or real security is to be determined in the order of its rank but in no case is the value of any security interest or real security to which an expropriated interest or right was subject to exceed the value of the expropriated interest or right otherwise determined under this section as though it had not been subject to any security interest or real security, less the value of each other security interest or real security the value of which is required by this subsection to be determined in accordance with its ranking; and
(c) if part only of the interest or a more limited right that was subject to a security interest or real security was expropriated, the value of the security interest or real security is that proportion of its value otherwise determined under this subsection as though the whole of the interest or a less limited right subject to the security interest or real security had been expropriated, that
(i) the value of the part only of the interest or a more limited right, otherwise determined under this subsection as though it had not been subject to any security interest or real security,
is of
(ii) the value of the whole of the interest or a less limited right otherwise determined under this subsection as though it had not been subject to any security interest or real security
less the same proportion of the interest element of any payment made under the terms of the security, between the time of the registration of the notice of confirmation and the time of payment of any compensation in respect of the security interest or real security otherwise than pursuant to any offer made to its owner or holder under section 16.
Factors not to be taken into account
(11) In determining the value of an expropriated interest or right, no account is to be taken of
(a) any anticipated or actual use by the Crown of the land at any time after the expropriation;
(b) any value established or claimed to be established by or by reference to any transaction or agreement involving the lease or disposition of the interest or right, or any part of the interest or a more limited right, where the transaction or agreement was entered into after the registration of the notice of intention to expropriate;
(c) any increase or decrease in the value of the interest or right resulting from the anticipation of expropriation by the Crown or from any knowledge or expectation, before the expropriation, of the public work or other public purpose for which the interest or right was expropriated; or
(d) any increase in the value of the interest or right resulting from its having been put to a use that was contrary to law.
Decrease in value of remaining property where severance
27. (1) The amount of the decrease in value, if any, of the remaining property of an owner or holder is the value of all of their interests in land or immovable real rights immediately before the time of the taking of the expropriated interest or right, determined as provided in section 26, minus the aggregate of
(a) the value of the expropriated interest or right, and
(b) the value of all their remaining interests in land or immovable real rights immediately after the time of the taking of the expropriated interest or right.
Factors to consider in determining change in value of remaining property
(2) For the purpose of paragraph (1)(b), the value of the owner’s or holder’s remaining interests in land or immovable real rights immediately after the time of the taking of the expropriated interest or right is to be determined as provided in section 26, except that, in determining that value, account is to be taken of any increase or decrease in the value of any remaining interests in land or immovable real rights that immediately before the registration of the notice of confirmation were held by the owner or holder together with the expropriated interest or right, resulting from the construction or use or anticipated construction or use of any public work on the land to which the notice relates or from the use or anticipated use of that land for any public purpose.
143. Subsections 28(1) and (2) of the Act are replaced by the following:
Additional factors to be taken into account
28. (1) The fact of
(a) an abandonment or revesting under this Part of an interest in land or an immovable real right or of the remainder of the interest or rights, or
(b) any undertaking given on behalf of the Crown by the Minister, or by any other person within the scope of the Minister’s authority, to make any alteration, construct any work or grant or concede or transfer any other land or interest in land or immovable real right,
shall be taken into account, in connection with all other circumstances of the case, in determining the amount to be paid to any person claiming compensation for an expropriated interest or right.
Compensation payable if intention to expropriate abandoned
(2) If an intention to expropriate an interest in land or immovable real right or the remainder of the interest or rights has been abandoned, the compensation payable by the Crown to its owner or holder is the amount of any actual loss sustained by the owner or holder, after the time when the notice of intention was registered and before the time when the abandonment of the intention, or the intention to expropriate a more limited interest or right, as the case may be, was confirmed, in consequence of the registration
(a) of the notice of intention, if the intention to expropriate the interest or right has been abandoned; or
(b) of the notice of intention in so far as that notice relates to the remainder of the interest or rights, if the intention to expropriate the remainder has been abandoned.
144. (1) Subsections 30(1) and (2) of the Act are replaced by the following:
Notice to negotiate settlement of compensation payable
30. (1) If, after an offer of compensation in respect of an expropriated interest or right has been made under section 16 to any person entitled to compensation, that person and the Minister are unable to agree on the amount of the compensation, either the person or the Minister may, within 60 days after the day on which the offer is made, serve on the other a notice to negotiate settlement of the compensation to which the person is then entitled.
Stay of proceedings
(2) If a notice has been served as provided in subsection (1), no proceedings under sections 31 and 32 are to be instituted, or if instituted are to be proceeded with, by or on behalf of either the person entitled to compensation or the Attorney General of Canada in respect of the expropriation, until the expiration of 60 days after the day on which the notice is served, unless before the expiration of those 60 days the negotiator to whom the matter is referred under subsection (4) has made a report to the Minister that he or she has been unable to effect a settlement and has sent a copy of the report to the person entitled to compensation.
(2) Subsections 30(4) to (6) of the Act are replaced by the following:
Reference to negotiator
(4) Immediately after any notice to negotiate is served on the Minister or a person entitled to compensation in accordance with this section, the Minister shall refer the matter to a negotiator appointed under subsection (3) who shall, on reasonable notice to that person and the Minister, meet with them or their authorized representatives, make any inspection of the land that he or she deems necessary, receive and consider any appraisals, valuations or other written or oral evidence submitted to him or her on which either the person or the Minister relies for his or her estimation of the amount of the compensation payable, whether or not the evidence would be admissible in proceedings before a court, and endeavour to effect a settlement of the compensation payable.
Report of negotiator
(5) The negotiator shall, within 60 days after the day on which the notice to negotiate is served, report to the Minister his or her success or failure in the matter of the negotiation, and shall thereupon send a copy of his or her report to the person entitled to compensation.
Statements in course of negotiation
(6) Evidence of anything said or of any admission made in the course of a negotiation under this section is not admissible in any proceedings before a court for the recovery or determination of the compensation payable to the person entitled to it.
145. (1) The portion of paragraph 31(1)(a) of the Act before subparagraph (i) is replaced by the following:
(a) a person entitled to compensation in respect of an expropriated interest or right may,
(2) Subparagraph 31(1)(b)(ii) of the Act is replaced by the following:
(ii) the names, so far as they have been ascertained, of each of the persons entitled to compensation in respect of an expropriated interest or right and the names of the persons who are to be parties to the proceedings,
146. Subsection 32(5) of the Act is replaced by the following:
Judgment as bar to further claims
(5) A judgment, whether by consent, default or otherwise, in any proceedings under this section or section 31 bars all further claims of the parties and of any persons claiming on their behalf or under their direction, including any claim in respect of dower or of dower not yet open or in respect of any mortgage, hypothec or other right, and the Court shall declare the amount of compensation payable and make any order for the distribution, payment or investment of any compensation money, and for the securing of the rights of all persons interested, that may be necessary.
147. Sections 33 to 35 of the Act are replaced by the following:
Character of compensation
33. (1) Any compensation agreed to be payable or the compensation adjudged by the Court under this Part to be payable in respect of an expropriated interest or right stands in lieu of the interest or right.
Effect of payment in case of security interest or real security
(2) Any compensation agreed to be payable or the compensation adjudged by the Court under this Part to be payable in respect of a security interest or real security described in subsection 26(10) is, for all purposes as between the owner or holder of the interest or right, subject to the security interest or real security and the owner or holder of the security interest or real security, to be deemed to discharge any liability, under the terms of the security, of the owner or holder of the interest or right, subject to the security interest or real security, to the extent of the compensation so agreed or adjudged to be payable, and, if any amount or proportion of any amount described in subparagraph 26(10)(b)(ii) is included in the compensation, to be in full satisfaction of any notice or bonus required under the terms of the security in respect of its prepayment resulting from the expropriation.
Crown in position of purchaser
34. If any compensation in respect of an expropriated interest or right has been paid to a person of whose right to claim compensation the Crown had notice at the time of payment, no compensation is payable to another person, whether that other person’s interest or right is derived from the person to whom compensation has been paid or otherwise, if under the law of the province in which the land is situated the interest or right giving rise to the claim to compensation of that other person would have been void or, in Quebec, null or unenforceable against the Crown had the Crown, at the time the notice of intention was registered, been a purchaser of the expropriated interest or right.
Set-off and recovery of excess compensation
35. If any compensation has been paid to a person in respect of an expropriated interest or right pursuant to an offer made to them under section 16, the amount so paid to that person is to be deducted from the amount of the compensation adjudged by the Court under this Part to be payable to them in respect of that interest or right, and when the paid amount exceeds the amount so adjudged to be payable, the excess constitutes a debt due to the Crown and may be recovered by the Crown in any court of competent jurisdiction.
148. The definition “compensation” in subsection 36(1) of the Act is replaced by the following:
“compensation”« indemnité »
“compensation” means the amount adjudged by the Court under this Part to be payable in respect of an expropriated interest or right;
149. Subsection 37(1) of the Act is replaced by the following:
Entry for inspection appraisal
37. (1) If a notice of intention has been registered, any person authorized in writing in that behalf by the Minister may, at any reasonable time on notice to a person in occupation of the land to which the notice relates, enter on the land for the purpose of making any inspection of the land that they are authorized by this Part to make, or for the purpose of making an appraisal of the value of the land or any interest in land or immovable real right.
150. Subsection 38(1) of the Act is replaced by the following:
Warrant for possession
38. (1) When the Minister, or a person acting for the Minister, is prevented from entering on or taking physical possession or making use of any land to the extent of any expropriated interest or right under this Part, a judge of the Court or any judge of a superior court of a province may, on proof of the expropriation and, when required, of the right of the Crown to take physical possession or make use of it, and after notice to show cause given in any manner and to any persons who shall be parties to the proceedings that the judge prescribes, issue a warrant in accordance with the form set out in the schedule to the appropriate sheriff directing that the Minister, or a person authorized to act for the Minister, be put in physical possession of the land to the extent of the expropriated interest or right.
151. Subsection 39(2) of the Act is replaced by the following:
Costs payable by the Crown
(2) If the amount of the compensation adjudged under this Part to be payable to a party to any proceedings in the Court under sections 31 and 32 in respect of an expropriated interest or right does not exceed the total amount of any offer made under section 16 and any subsequent offer made to the party in respect of that interest or right before the commencement of the trial of the proceedings, the Court shall, unless it finds the amount of the compensation claimed by the party in the proceedings to have been unreasonable, direct that the whole of the party’s costs of and incident to the proceedings be paid by the Crown, and if the amount of the compensation so adjudged to be payable to the party exceeds that total amount, the Court shall direct that the whole of the party’s costs of and incident to the proceedings, determined by the Court on a solicitor and client basis, be paid by the Crown.
152. (1) Subsection 44(1) of the Act is replaced by the following:
Appointment of trustee, etc., to act for persons under disability
44. (1) The Court may, when a trustee, guardian or tutor, curator, or someone else representing any person who is incapable or any other persons including issue unborn is unable or unwilling to act on their behalf or where any such person or persons including issue unborn are not so represented, after any notice that the Court may direct, appoint a trustee, guardian or tutor, curator, or other representative to act on their behalf for the purposes of this Act.
(2) Subsection 44(3) of the Act is replaced by the following:
Contract, etc., binding
(3) Any contract, agreement, release or receipt made or given by any person appointed under subsection (1) and any instrument or act of transfer made or given in pursuance of the contract or agreement is binding for all purposes on the person by whom and any person or persons including issue unborn on behalf of whom the contract, agreement, release or receipt is made or given.
153. The schedule to the Act is replaced by the schedule set out in Schedule 2 to this Act.
R.S., c. P-19
Precious Metals Marking Act
154. The definition “dealer” in section 2 of the English version of the Precious Metals Marking Act is replaced by the following:
“dealer”« commerçant »
“dealer” means a person who is a manufacturer or an importer of any article to which this Act applies and any person who traffics by wholesale or retail in any such article and includes any director, manager, officer or agent or mandatary of that person;
R.S., c. P-28
Public Documents Act
155. Section 3 of the Public Documents Act is replaced by the following:
Defective letters patent or documents
3. (1) If letters patent under the Great Seal, other than letters patent that grant or concede lands, or documents under the Privy Seal of the Governor General or person administering the Government of Canada, have been issued to or in the name of the wrong person, or contain any clerical error or misnomer or wrong description of any material fact, the Registrar General of Canada, when authorized by the Governor in Council, may direct that the defective letters patent or documents be cancelled, that a minute of the cancellation be entered in the margin of the registry of the original letters patent or other documents and that correct letters patent under the Great Seal or documents under the Privy Seal be issued in their place.
Effect
(2) Correct letters patent or documents issued under subsection (1) relate back to the date of those cancelled.
R.S., c. S-16
Standards Council of Canada Act
156. Paragraphs 5(b) and (c) of the Standards Council of Canada Act are replaced by the following:
(b) acquire and hold real property or immovables or any interest or right in them and dispose of that real property or those immovables or interest or right at pleasure;
(c) acquire any money, securities or other property by gift, bequest or otherwise, and expend, administer or dispose of any such money, securities or other property, subject to the terms, if any, on which the acquisition is made;
R.S., c. T-10
Textile Labelling Act
157. Subsection 13(1) of the Textile Labelling Act is replaced by the following:
Offence by employee or agent or mandatary
13. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.
R.S., c. W-6
Weights and Measures Act
158. The portion of subsection 26(1) of the Weights and Measures Act before paragraph (a) is replaced by the following:
Unlawful disposition of devices
26. (1) Every dealer is guilty of an offence who sells or otherwise disposes of, or leases, any device that
159. Subsection 35(3) of the English version of the Act is replaced by the following:
Officers, etc., of corporations
(3) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.
160. Subsection 37(1) of the Act is replaced by the following:
Offence by employee or agent or mandatary
37. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.
PART 2
CONSEQUENTIAL AMENDMENTS
R.S., c. W-4
Dominion Water Power Act
1996, c. 10, s. 273
161. Subsection 7(1.2) of the Dominion Water Power Act is replaced by the following:
Expropriation Act
(1.2) Land or an interest in land in respect of which the Minister has granted permission under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or an immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the person to whom the Minister granted permission.
R.S., c. D-4
Dry Docks Subsidies Act
1996, c. 10, s. 215
162. Subsection 6(3) of the Dry Docks Subsidies Act is replaced by the following:
Expropriation Act
(3) Land or real property or an interest in land the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the company.
R.S., c. H-1
Harbour Commissions Act
1996, c. 10, s. 230
163. Subsection 23(3) of the Harbour Commissions Act is replaced by the following:
Expropriation Act
(3) An interest in land the expropriation of which has been approved by the Governor in Council under subsection (1) is deemed to be, for the purposes of the Expropriation Act, an interest in land or an immovable real right that, in the opinion of the appropriate minister in relation to Part I of that Act, is required for a public work or other public purpose, and a reference to the Crown in that Act shall be construed as a reference to the Commission.
2007, c. 1
International Bridges and Tunnels Act
164. Section 12 of the International Bridges and Tunnels Act is replaced by the following:
Expropriation
12. If a person requires an interest in land or an immovable real right within the meaning of section 2 of the Expropriation Act, for the purposes of the construction or alteration of an international bridge or tunnel and has unsuccessfully attempted to purchase the interest in land or the immovable real right, the person may request the Minister to have the Minister of Public Works and Government Services have the interest in land or the immovable real right expropriated by the Crown and section 4.1 of that Act applies to that person, with any modifications that are necessary, as if the person were a railway company.
PART 3
COORDINATING AMENDMENTS
1998, c. 10
165. (1) In this section, “other Act” means the Canada Marine Act.
(2) If section 201 of the other Act comes into force before section 163 of this Act, that section 163 is repealed.
(3) If section 201 of the other Act comes into force on the same day as section 163 of this Act, then that section 163 is deemed to have come into force before that section 201.
SCHEDULE 1 
(Section 12)
SCHEDULE 
(Section 12)
OATH OR SOLEMN AFFIRMATION OF OFFICE
I,..., solemnly swear (or affirm) that I will faithfully, truly and to the best of my judgement, skill and knowledge, perform the duties required of me as a director (or officer, employee or agent or mandatary, as the case may be) of (or adviser or consultant to, as the case may be) the Business Development Bank of Canada (the “Bank”) and that properly relate to my duties as a director (or officer, employee or agent or mandatary, as the case may be) of (or adviser or consultant to, as the case may be) the Bank.
I also solemnly swear (or affirm) that I will not communicate, disclose or make available any information relating to the business of the Bank or the affairs of its customers to any person who is not legally entitled to receive the information and I will not permit it to be communicated, disclosed or made available to such a person.
I also solemnly swear (or affirm) that, except as authorized by law, I will not allow any person to inspect or have access to any books or documents that belong to, or are in the possession of, the Bank and that relate to the business of the Bank or the affairs of its customers.
SCHEDULE 2 
(Section 153)
SCHEDULE 
(Subsection 38(1))
WARRANT
IN THE MATTER OF
the Expropriation Act
of Canada
Province of
or Territory
AND IN THE MATTER OF
...................................
To :
The sheriff of the ............
Whereas the appropriate Minister in relation to Part I of the Expropriation Act or a person acting for him or her has been prevented from entering on or taking physical possession of the land described as follows, to the extent of any expropriated interest or right in that land under the Act:
And whereas the proof required by section 38 of the Act has been made before me;
This is therefore to command you in Her Majesty’s name to immediately put the Minister or the person authorized to act for him or her in physical possession of the said land to the extent of the expropriated interest or right in that land and make return of this Warrant to the (name of court) and of the manner in which it was executed.
Given under my hand this ................ day of ................, 20....
.........................................
Judge
Published under authority of the Senate of CanadaAvailable from:Publishing and Depository ServicesPublic Works and Government Services Canada