Hyperlawhypertext legal database International Iron & Metal Co. Ltd. v. Minister of National Revenue [1974] SCR 898

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International Iron & Metal Co. Ltd. v. Minister of National Revenue

[1974] SCR 898 Court SCC Decision date 1972-05-01 English

PartiesInternational Iron & Metal Co. Ltd. Appellant·The Minister of National Revenue Respondent

Counsel (4)
W.D. Goodman, Q.C., and F. Cappell, for the appellant.
G.W. Ainslie, Q.C., for the respondent.
Solicitors for the appellant: Goodman & Carr, Toronto.
Solicitor for the respondent: D.S. Maxwell, Ottawa.

Judges Fauteux, Joseph Honoré Gérald; Abbott, Douglas Charles; Judson, Wilfred; Hall, Emmett Matthew; Spence, Wishart Flett

Delivered by Judgment of the Court

On appeal from Canada

Subjects Taxation

Contents

Judgment of the Court

The judgment of the Court was delivered by

The Board of Directors of each of the Corporations shall be composed of four (4) Directors, respectively, and so long as this Agreement or any of its extensions or renewals shall be in full force and effect, Franklatt, Georgelatt, Molatt and Rulev shall each have the respective rights to designate one (1) Director only to the Board of Directors of each of the said Corporations; provided however that no person shall be so designated as a Director of any of the said Corporations unless he has been an employee or officer for at least three (3) years of any of the Corporations.
It is hereby understood and agreed that so long as the Parties of the fifth, sixth, seventh and eighth parts live they will, at their individual and respective options, be designated and elected as Directors of the said Corporations, or such one or more of them as they shall respectively desire.
The written consent, or affirmative vote of a majority of the Directors elected as aforeprovided shall, so long as this Agreement or any of its extensions or renewals be in full force and effect, be necessary for effecting or validating any act of the said Corporations, or any of them.
The Parties hereto agree to execute and deliver any papers, documents and instruments, causing such meetings to be held, resolutions to be passed and by-laws enacted, exercise their votes and influence, and do and perform and cause to be done and perform such further and other acts and things as may be necessary, practicable or desirable in order to give full effect to this Agreement and every part thereof.
If at any time during the term of this Agreement the Parties hereto shall deem it necessary to make any alterations, amendments, or change in this agreement, or any clause thereof, for the more advanta-

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geous or satisfactory management of the business of the Corporations and it shall be lawful and proper for them to do so by the consent in writing of Franklatt, Georgelatt, Molatt and Rule v.
The Party of the fifth part hereby acknowledges that all shares held by him in the said Corporations are held by him on behalf of and for Franklatt, which owns the whole beneficial interest thereof.
The Party of the sixth part hereby acknowledges that all shares held by him in the said Corporations are held by him on behalf of and for Georgelatt which owns the whole beneficial interest thereof.
The Party of the seventh part hereby acknowledges that all shares held by him in the said Corporations are held by him on behalf of and for Molatt which owns the whole beneficial interest thereof.
The Party of the eighth part hereby acknowledges that all shares held by him in the said Corporations are held by him on behalf of and for Rulev which owns the whole beneficial interest thereof.

Footnotes

  1. [1] [1967] S.C.R. 223, at p. 227.
  2. [2] [1968] S.C.R. 193, at p. 197.