Hyperlawhypertext legal database Meyers v. Freeholders Oil Co. [1960] SCR 761

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Meyers v. Freeholders Oil Co.

[1960] SCR 761 Court SCC Decision date 1960-10-04 English

Decision Majority · Judgment of the Court

Contents

Majority

of $22,362,790.40 which has been calculated by deducting
1%0 the unrealized profits and the losses of loss wells from the OF profits of profitable oil wells as claimed by the company.
I would, therefore, allow the appeal in part and dismiss
IMPER-A the counterclaim with costs to follow the event in both oIh D. cases..
Ritchie J. MARTLAND J. (dissenting in part):-The relevant facts are set out in the reasons of my brother Judson and do not require repetition. I am in agreement with his conclusions in respect of the cross-appeal and in respect of the contention by the appellant that the amount of $8,642,196.84, respecting increase in unrealized profits in supply, manufacturing and marketing inventories, was not part of the respondent's profits reasonably attributable to the production of oil or gas from all the wells of the company, so as to entitle the respondent to include it in determining the base for its allowance.
I have, however, reached a different conclusion in respect of the item of unrelated drilling, exploration and other costs in the amount of $19,992,588.33.
Regulation 1201 must be read in the light of ss. 12(1)
(b) and 11 of the Income Tax Act. The former provides:

(1) In computing income, no deduction shall be made in respect of

(b) an outlay, loss or replacement of capital, a payment on account of capital or an allowance in respect of depreciation, obsolescence or depletion except as expressly permitted by this Part,
The relevant portions of s. 11 are:
(1) Notwithstanding paragraphs (a), (b) and (h) of subsection (1)
of section 12, the following amounts may be deducted in computing the income of a taxpayer for a taxation year
(b) such amount as an allowance in respect of an oil or gas well, mine or timber limit, if any, as is allowed to the taxpayer by regulation,
(3) Where a deduction is allowed under paragraph (b) of subsection
(1) in respect of an oil or gas well, mine or timber limit operated by a lessee, the lessor and lessee may agree as to what portion of the allowance each may deduct and, in the event that they cannot agree, the Minister may fix the portions.
The deduction in computing income permitted by Regulation 1201 is clearly a depletion allowance, as was stated by Rand J., who delivered the unanimous judgment of this Martland J
That this allowance is made to offset the wasting capital resource is clear from the language of 12(b) which speaks of "depreciation, obsolescence or depletion", and if its purpose is not to be defeated, the producing wells must be dealt with individually.
Section 11(1) (b) refers to an allowance in respect of an oil or gas well. Section 11(3) makes provision for the portions of the allowance permitted which a lessor and a lessee may respectively deduct where an oil or gas well is operated by a lessee. This, to my mind, contemplates the determination of the depletion allowance on a well by well basis and this was the conclusion reached by this Court in the Home Oil case.
Subsection (1) of Regulation 1201 now under consideration reads as follows:
Where the taxpayer operates an oil or gas well the deduction allowed for a taxation year is 33J per cent of the profits of the taxpayer for the year reasonably attributable to the production of oil gas from the well.
It is similar in effect to the subsection which was under consideration in the Home Oil case and speaks of "profits of the taxpayer for the year reasonably attributable to the production of oil or gas from the well", which contemplates the determination of profits for each individual well of the taxpayer.
Subsection (4) of Regulation 1201 did not apply in the taxation years under consideration in the Home Oil case. It reads as follows:
Where the taxpayer operates more than one oil or gas well, the profits referred to in subsection one shall be the aggregate of the profits minus the aggregate of the losses of the taxpayer for the year reasonably attributable to the production of oil or gas from all wells operated the taxpayer.
When this subsection refers to the "aggregate" of profits and the "aggregate" of losses reasonably attributable to the production of oil or gas from all wells operated by the taxpayer it must mean the aggregate of the profits and the S.C.R. at D.L.R.
aggregate of the losses attributable to the individual oil or gas wells from which oil or gas production was obtained. It is speaking of an aggregate of individual items. Consequently the computation must still be made on a well by well basis, but subs. (4) added a new feature to the Regulalation in that losses on a per well basis in respect of wells operated at a loss had also to be computed and the aggregate of those losses had to be deducted from the aggregate of the profits earned by the individual profitable wells.
Subsection (5) reads as follows:
It commences with the words "In computing the profits reasonably attributable to the production of oil or gas for the purpose of this section . . . " As above indicated, the computation of profits for the purpose of the section has to be made on an individual well basis. Subsection (1)
refers to the profits from the well. Subsection (4) contemplates the obtaining of an aggregate of the profits resulting from the operation of the profitable wells and an aggregate of the losses resulting from the operation of the loss producing wells. When, therefore, subs. (5) refers to the.
computation of profits reasonably attributable to the production of oil or gas, it is speaking of a computation which has to be made on an individual basis for each well operated by the taxpayer. It calls for "a deduction of the amounts, if any, deducted in computing the taxpayer's income for the taxation year under the provisions of s. 53 of c. 25 of the
Statutes of 1949, Second Session." In my view this is a requirement that the taxpayer, in respect of each individual well which he operated to produce oil or gas, must make a deduction of the amount, if any, in relation to that well which he had deducted in computing his income for the taxation year under s. 53 of c. 25 of the Statutes of 1949,
Second Session.
The relevant portion of s. 53 provides as follows:
The deduction which may be made by a corporation which comes within the provisions of this subsection is an aggregate of costs incurred by it for drilling and exploring for oil or natural gas in Canada. The purpose of the subsection is clearly to provide an incentive for oil and gas exploration and for the drilling of wells for the production of those substances. Exploration costs may be incurred without wells necessarily being drilled in the area explored. Drilling costs may be incurred which result only in dry holes.
The purpose of s. 11(1) (b) of the Act is to provide a depletion allowance in respect of a wasting asset, one such asset being oil or gas produced from an operating well. Under Regulation 1201, in the case of an oil or gas well, such allowance is determined on the basis of a percentage of the profits reasonably attributable to the production of oil or gas from such a well.
As I see it, the purpose of subs. (5) of Regulation 1201 is to require that, in computing the profits attributable to the production of oil or gas from operating wells, account must be taken of any amounts expended for exploration and drilling in relation to such wells, which have been included in the aggregate of costs deducted by a taxpayer in computing income under the authority of s. 53.
Considerable stress was laid in argument on behalf of the appellant upon the fact that, when the new subs. (5) of Regulation 1201 was enacted to replace the former subs. (4), the words "in respect of the well", which appeared at the end of subs. (4), were eliminated. It was contended that the meaning of this subsection was thereby altered substantially so as to require the deduction of all drilling and exploration costs which had been claimed by a corporation under s. 53, whether such costs related to wells which it operated or not. I do not agree that the deletion of those words has that result. It is my view that the words were omitted from the new subs. (5) so as to make it conform with the provisions introduced into Regulation 1201 by the new subs. (4). That subsection for the first time introduced the element of a deduction of losses from loss produc- im Ving wells where a taxpayer operated more than one well. It involved aggregating profits from profitable wells and losses from loss producing wells. Consequently, where subs. (4)
has application, consideration now has to be given to s. 53 expenditures in relation to all wells operated by the taxpayer, whether profitable or loss producing, and the words
"in respect of the well" were no longer apt for that purpose.
I agree with the disposition of this appeal proposed by my brother Ritchie.
Appeal allowed and cross-appeal dismissed with costs, and JJ. dissenting in part.
Solicitor for the appellant: A. A. McGrory, Ottawa.
Solicitors for the respondent: Blake, Cassels & Graydon,
Toronto.
LESLIE MEYERS, EXECUTOR OF
THE ESTATE OF EDWIN MEY- ERS, AND BANDY LEE (Plain- OIL
COMPANY
LIMITED AND CANADA PER- MANENT
TRUST
COMPANY
'
(Defendants)..................
THE ATTORNEY-GENERAL FOR THE PROVINCE
OF SASKATCHEWAN (Intervenant).
On July 7, 1950, one K, an agent of the respondent company F, visited the plaintiff M at the latter's farm-house and persuaded him to sign a document entitled "Minerals Lease", by which M granted and leased his mineral rights to F in return for shares in the company and certain royalty rights.
O
Co.
In June 1955, M executed a petroleum and natural gas lease to one e aL in respect of the same lands which had been the subject matter of the minerals lease to F. L. was engaged in a "top leasing" programme, whereby the top leases obtained would take effect upon the termination of the prior existing leases. It was implicit in this programme that steps would be taken to set aside the existing prior leases. An action was commenced by M and L seeking a declaration that the lease to F was "non est factum, illegal and void". It was alleged (1) that the obtaining of the mineral lease was a part of a fraudulent scheme by F and its promoters to deprive farmers of their mineral rights; (2) that the mineral lease was void, based on the plea of non est factum; (3) that it was rendered void by virtue of certain provisions of The Securities Act, R.S.S. 1940, c. 287, as amended. The action was dismissed at trial and that judgment was sustained by the Court of Appeal on equal division.
Held: The appeal should be dismissed.
As found by the learned trial judge, there was nothing in the evidence to support the appellant's first submission.
The finding of the learned trial judge, affirmed in the Court of Appeal, that the plea of non est factum was not established on the evidence, should not be disturbed. Prudential Trust Co. Ltd. v. Forseth, [19601 S.C.R. 210, and Prudential Trust Co. Ltd. v. Olson, 119601 S.C.R. 227, referred to.
With respect to the third submission, the respondents were afforded no protection by s. 20 of the Act, and their further contention that the transaction involved was not a trading in a security within the meaning of s. 2(10) of the Act was rejected.
F was registered as a broker under the Act for the purpose of trading in its own securities. A trade in which it was itself a party was, under s. 3(3) (c), one in which registration was not required and consequently was not the kind of trade which, under clause (a) or clause (c) of s. 3 required the registration of K as a salesman. There was, therefore, no breach of s. 3(1) of the Act.
The purpose of s. 17a of the Act is not to prevent trading of an unauthorized kind, but is intended to prevent persons in their own residences from being sought out by stock salesmen. A breach of the section, in relation to a transaction otherwise lawful, results, not in preventing the contract from being valid, but in the incurring of a penalty by the person who is in breach of it. The breach of s. 17a by K, therefore, did not result in the agreement here in question being rendered void. Mellis v. Shirley Local Board, 16 Q.B.D. 446, applied; McAskill v. The Northwestern Trust Co., [19261 S.C.R. 412, referred to.
APPEAL from a judgment of the Court of Appeal for Saskatchewan', affirming a judgment of Graham J. Appeal dismissed.
L. McK. Robinson, Q.C., for the plaintiffs, appellants. 1(1959), 28 W.W.R. 625.
E. J. Moss and C. A. Lavery, for Freeholders Oil Co. Ltd., defendant, respondent.
E. Leslie, Q.C., and W. M. Elliott, for Canada Permanent Trust Co., defendant, respondent.

Judgment of the Court

J.:-The respondent, Freeholders Oil Company Limited (hereinafter referred to as "Freeholders"), was incorporated under the laws of the Province of Saskatchewan on January 4, 1950. One of the objects stated in its memorandum of association was
The articles of association provided that each member should have one vote on a poll at shareholders' meetings and not one vote for each share held by such member. Freeholders proceeded to acquire mineral rights from land owners, some of whom had not previously granted leases of their petroleum and natural gas rights and some of whom had already granted such leases to other lessees. With respect to the former class, Freeholders would obtain the grant of a mineral lease of the minerals within, upon or under the lessor's lands for a term of 99 years, renewable at Freeholders' option. The consideration paid by Freeholders for such a lease consisted of the allotment to the lessor of one fully paid share in its capital stock for each acre of land involved. It also covenanted to pay and deliver to the lessor an undivided 20 per cent of the benefits or proceeds received by Freeholders from any disposition made by it of such minerals.
With respect to the latter class, Freeholders would take from the land owner an assignment of the royalties payable to him under his existing lease, together with the grant to Freeholders of a 99 year mineral lease running from the date of the assignment, which, however, would only take effect upon the termination of the existing lease. The consideration from Freeholders for such an assignment consisted of a covenant for the allotment of one fully paid share in its capital stock for each acre of land involved, of which onehalf of the shares would be allotted forthwith and the other one-half only when the mineral lease to Freeolders should take effect. Freeholders was to have the right to deal with and dispose of the assigned royalties, but covenanted to pay to the assignor 20 per cent of the benefits received by Freeholders from such disposition.
On the same date that Freeholders was incorporated its promoters also incorporated Western Royalties Limited (hereinafter referred to as "Western"). By an agreement made between the two companies dated April 20, 1950, Western agreed to act as manager of Freeholders for a period of five years and to pay the cost of organizing, managing and operating Freeholders during that period up to a sum not exceeding $10,000 in each year. In consideration of its services, Western was to receive an undivided 30 per cent interest in all mineral rights and royalties acquired by Freeholders. Freeholders agreed that if it earned a profit of not less than $250,000 in the five year period it would reimburse Western for its expenditures up to a total of $50,000. In brief, therefore, the plan was that Freeholders would be the recipient of mineral rights and royalties acquired on its behalf. Western would provide the initial capital and management. Freeholders would be in a position to dispose of the mineral rights which it acquired. Western would have a 30 per cent undivided interest therein. The individuals who leased or assigned to Freeholders would each be entitled to 20 per cent of the proceeds of the disposition of those mineral rights which each had leased or assigned. The remaining 50 per cent would belong to Freeholders, in which company each lessor or assignor to it would have acquired a share interest. Essentially the scheme was one for the pooling of mineral rights and royalty rights, with Western receiving a 30 per cent interest in such rights in compensation for its provision of capital and the furnishing of management services.
The campaign for the acquisition of mineral rights and royalties for Freeholders was completed by August 1950. By that time it had acquired leasehold interests in some 23,000 acres and assignments of royalties in respect of previously leased lands of approximately 613,000 acres. On August 9, 1951, Prairie Oil Royalties Company Limited- (hereinafter referred to as "Prairie") was caused to be incorporated in Saskatchewan by Lehman Brothers, investment bankers, of New York. It entered into an agreement of the same date with Western to acquire Western's
30 per cent interest in the mineral rights and royalties to which Western was entitled under its agreement with Freeholders. A price of $3.00 per acre was paid in respect of lands subject to mineral leases to Freeholders and $1.50 per J. acre in respect of lands the subject of assignment agreements to Freeholders. The purchase price was paid as to
75 per cent in cash and as to 25 per cent in the form of fully paid shares of the capital stock of Prairie. The necessary capital for Prairie was raised by the sale of its shares, chiefly to clients of Lehman Brothers.
In order to effect this sale of mineral interests a trust agreement was made between and the respondent Canada Permanent Trust Company (hereinafter refererd to as "the Trust Company"), approved by
Western and Prairie, whereby Freeholders assigned all its various mineral interests to the Trust Company, which agreed to hold the same in trust as to an undivided 30 per cent for Prairie and the remainder for Freeholders. The
Trust Company agreed to issue three trust certificates in the form provided in the agreement, one for an undivided
30 per cent interest to Western and two respectively for an undivided 50 per cent interest and an undivided 20 per cent interest to Freeholders. Provision was made for the conversion of the latter certificate into certificates for individual parcels of land, which Freeholders could deliver to the individual land owners from whom it had acquired mineral rights.
The present case arose in respect of one of the mineral leases granted to Freeholders by Edwin Meyers (hereinafter referred to as "Meyers") on July 7, 1950, which related to the mines, minerals and mineral rights (referred to as
"minerals") within, upon or under the North I of Section 5,
Township Range West of the 2nd Meridian in the
Province of Saskatchewan. The document. was entitled
"Minerals Lease" and by it Meyers granted and leased to
Freeholders the minerals, together with the exclusive right and privilege to explore, drill for, win, take, remove, store and dispose of them, to have and enjoy the same for a term of 99 years, renewable at Freeholders' option. The consideration was 320 fully paid shares of the capital stock of Freeholders, to be allotted by it to Meyers. Clause 1 of the minerals lease provided:

1. Payment to Lessor:

et .L
The Lessee shall have the full and absolute right to deal with, dispose of and make such agreements in relation to the said minerals, or Martland J. any part thereof, as it shall from time to time deem advisable; Provided that the Lessee shall pay or deliver to the Lessor an undivided twenty (20%) per cent. of the benefits or proceeds received by the Lessee from any such agreement or disposition whether the same consist of a cash consideration or a royalty interest under a drilling lease or other contract for the production of any minerals; and in the event that the Lessee should receive a royalty interest the Lessee shall secure the issue and delivery to the Lessor of a Trust Certificate covering the said twenty (20%) per cent. interest in such form as the management of the Lessee shall designate, which interest shall be subject to the terms and conditions of the said Certificate and of this Agreement.
Meyers did not receive the share certificates for his 320 shares until December 11, 1951. On May 15, 1953, after consulting a solicitor, he filed a caveat against the lands in question, in which he alleged that the lease had been obtained by fraud and misrepresentation. Freeholders did not receive any notice of this caveat. Subsequently Meyers attended three shareholders' meetings of Freeholders, one in November 1953, and two in December 1954.
At the time the lease was granted in 1950 oil had not been discovered in the area in which Meyers' lands were situated. By 1955 there had been substantial development in that area and oil had been discovered in close proximity to Meyers' land.
In 1955 the appellant Bandy Lee (hereinafter referred to as "Lee") commenced a "top leasing" programme in that area. A top lease is one which takes effect upon the termination of a prior existing lease. It was implicit in Lee's programme that steps would be taken to set aside the existing prior leases. Meyers consulted another solicitor, who was acting on behalf of Lee, and then executed a petroleum and natural gas lease dated June 9, 1955, to Lee in respect of the same lands which had been the subject matter of the minerals lease to Freeholders. On the 27th of the same month he sent a letter of repudiation to Freeholders in respect of the mineral lease to it, which repudiation was not accepted by Freeholders.
On December 17 of the same year Meyers and Lee commenced action against the two respondents, seeking a declaration that the lease to Freeholders was "non est factum, illegal and void". Meyers died in December of the following year and the appellant Leslie Meyers is his sole executor.
The action was dismissed at the trial and that judgment was sustained by the Court of Appeal of Saskatchewan on an eaual division.
Three main submissions were made by the appellants: (1) that the obtaining of the mineral lease was a part of a fraudulent scheme by Freeholders and its promoters to deprive farmers of their mineral rights; (2) that the mineral lease was void, based on the plea of non est factum; (3) that it was rendered void by virtue of certain of the provisions of The Securities Act, R.S.S. 1940, c. 287, as amended.
A great deal of evidence was tendered at the trial with reference to the first submission, which it is not necessary for me to review here. The learned trial judge found nothing in the evidence to support this submission. This claim was not supported by any of the judgments in the Court of Appeal and the detailed submission on this point presented by counsel for the appellants has failed to persuade me that the learned trial judge should have reached any other conclusion than that which he did.
With respect to the second point, the question of fact is as to what was stated to Meyers by Knox, the agent of Freeholders who obtained for it the execution of the minerals lease by Meyers. The appellants contend that Knox fraudulently misrepresented to Meyers the nature of the instrument which he was being asked to sign. This the respondents deny.
It is common ground that Knox visited Meyers at the latter's farm on July 7, 1950. It is also common ground that prior to this visit three other oil companies had sought to obtain leases from Meyers and in each case he had refused to make an agreement. His evidence was taken de bene esse before the trial. He alleged two main points on which he said that Knox had misrepresented the nature of the instrument.
The first was in respect of the matter of the royalty payable under the document by Freeholders to Meyers. The evidence at the trial was that the prevailing rate of royalty payable under petroleum and natural gas leases being granted to oil companies was 124 per cent. According to Meyers, Knox represented to him that under the terms of the mineral lease which he was being asked to sign he would receive royalties at the rate of 20 per cent. In fact, of course, the minerals lease to Freeholders did not provide for a 20 per cent royalty, but provided for payment to Meyers of 20 per cent of the benefits or proceeds received by Freeholders on a disposition by it of the minerals. If Freeholders subleased the minerals, under the prevailing form of petroleum and natural gas lease, to an oil company, Meyers would only receive 20 per cent of the royalty payable to Freeholders under such sublease.
The second major misrepresentation alleged was as to the term of the lease. Meyers testified that Knox had led him to believe that, except as to the matter of royalty and as to payment of a consideration in the form of Freeholders' shares, the minerals lease submitted to him was similar to the so-called "standard" lease of the oil companies and he, therefore, concluded that it would be for a ten year term and not for a term of 99 years, subject to renewal.
Knox gave evidence that prior to working for Freeholders he had not had previous experience in negotiating mineral agreements. He only worked for Freeholders for about a month and then terminated his employment because of his lack of success in obtaining agreements. He only negotiated about 15 agreements for Freeholders. He recalled that he was furnished with a supply of yellow forms, green forms and white forms, which were respectively the assignment agreement form, the mineral lease form and the prospectus of Freeholders. He was instructed to furnish to each party whom he visited a copy of the prospectus and, in the ordinary course of events, he would have left a prospectus with Meyers, although he did not specifically remember either Meyers or the interview with him. On this point Meyers, when asked whether he had received a copy of the Freeholders prospectus, failed to give any answer.
Knox stated that he did not misrepresent the agreement to anyone. He testified that in the few cases where he was able to negotiate agreements the parties whom he ap- . proached were anxious to sign up immediately. His practice, so far as he could recall, was to explain in a general way that Freeholders was a pooling arrangement and that shares would be allotted in return for the execution of the agreement. He would then deliver a copy of the prospectus, with the form of agreement, to the persons whom he interviewed. He sai'd that he did not in any way prevent them from reading the forms and he endeavoured to answer any questions that might be put as fully as he could. He said that he did not know anything about the forms of lease of other oil companies, or the length of the term of such leases. The only leases he had ever seen were those of
The learned trial judge accepted Knox's evidence and decided that the appellants had failed to discharge the onus of establishing fraud or misrepresentation on his part in the securing of the agreement. This finding was sustained by the Court of Appeal on an equal division.
Culliton J. A., who delivered the judgment of the Court of Appeal dismissing the appeal, after referring to the principles relating to the position of an appeal court with reference to findings of fact made by a trial judge, said:
The principles to which Culliton J.A. referred were considered in two recent cases in this Court: Prudential Trust
Company Limited v. Forseth', and Prudential Trust Company Limited v. Olson, reported in the same volume at p. 227. The situation in the present case is similar to that in the Olson case, except that in the present appeal there have been concurrent findings of fact.
I do not consider that the circumstances of this case are such as to warrant a reversal of the findings of fact made by the learned trial judge. There was sufficient evidence to warrant them. In addition to the evidence of Knox, there were matters on which the learned trial judge could properly rely in reaching the conclusion which he did. There is the fact that no complaint was made by Meyers regarding the minerals lease until the filing of his caveat in May 1953, which complaint at that time was not made to Freeholders, but was merely stated in the caveat filed. After the filing of the caveat he attended three shareholders' meetings of Freeholders in 1953 and in 1954 and made no complaint as to fraud or misrepresentation at any of those meetings, even though he did speak at one of them. His only complaint was as to delay on the part of the company in drilling. He did not attempt to repudiate the minerals lease until 1955, after he had already effected another lease to Lee. By then the situation regarding oil development in his area had greatly changed. The likelihood of oil production on his own land then made the lease with Lee a more attractive proposition than the pooling arrangement with Freeholders. In addition, there is the evidence of Broughton and Hardy, which the learned trial judge apparently accepted. Broughton, the president of Freeholders, and Hardy, a field man employed by Freeholders who had known Meyers for 25 years, visited Meyers at his farm in 1955, subsequent to the granting by Meyers of his lease to Lee. They testified that at that time Meyers made no complaint in respect of any of the provisions of the minerals lease to Freeholders, other than to say that he wanted a new lease with a 12- per cent royalty and a drilling commitment. There was no suggestion that he had been misled into executing the lease to Freeholders and the conversation was quite friendly in tone. Meyers made no reference to the granting of the lease to Lee.
In my view, therefore, the finding of the learned trial judge, affirmed in the Court of Appeal, that the plea of non est factum was not established on the evidence should not be disturbed.
The third submission of the appellants is that the agreement between Meyers and Freeholders was void under the provisions of The Securities Act. The relevant facts in this et a. connection are that Freeholders was registered under that Act as a broker (non-brokerage), but that Knox was not registered as a salesman under the Act. The minerals lease Martland J. was executed by Meyers in his house on his farm. The Registrar of Securities, who was also the Registrar of Joint Stock Companies, was consulted by representatives of Freeholders before its operations commenced. In his opinion those operations were outside the provisions of the statute because they were, in essence, acquisitions of mineral interests and not an offer of securities to the public. For this reason he did not think that Freeholders required a licence under the Act but he did permit the issuance of a licence to Freeholders. He was fully informed of its intended method of operation and consented to the non-registration of its agents. He also consented to their calling at residences in connection with the carrying out of their duties.
The relevant sections of The Securities Act applicable at the times material to this action are the following:

2. In this Act, unless the context otherwise requires, the expression: 8. "Security" includes:

(a) any document, instrument or writing commonly known as a security;
(b) any document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of any person or company;
(c) any document constituting evidence of an interest in an association of legatees or heirs;
(d) any document constituting evidence of an interest in an option given upon a security; and
(e) any document designated as a security by the regulations. 10. "Trade" or "trading" includes any solicitation or obtaining of a subscription to, disposition of, transaction in, or attempt to deal in, sell or dispose of a security or interest in or option upon a security, for valuable consideration, whether the terms of payment be upon margin, installment or otherwise, and any underwriting of an issue or part of an issue of a security, and any act, advertisement, conduct or negotiation directly or indirectly designated as "trade" or "trading" in the regulations. RS.S. 1930, c. 239, s. 2.
8.
(a) trade in any security unless he is registered as a broker or salesman of a registered broker;

Cases cited

  • 28 W.W.R. 625 28 W.W.R. 625

Statutes and regulations cited