| No appeal
from review
order
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(12) No appeal lies from an order of a judge
made under subsection (10).
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| Bankruptcies
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97.36 (1) The following rules apply to a
person who is a bankrupt:
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(a) the trustee in bankruptcy is the agent of
the bankrupt and any act performed by the
trustee in the administration of the estate of
the bankrupt or in the carrying on of any
business of the bankrupt is deemed to have
been made by the trustee as agent of the
bankrupt;
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(b) the estate of the bankrupt is not a trust or
an estate;
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(c) the property and money of the bankrupt
immediately before the day of the
bankruptcy does not pass to or vest in the
trustee in bankruptcy on the receiving order
being made or the assignment in
bankruptcy being filed but remains vested
in the bankrupt;
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(d) the trustee in bankruptcy, and not the
bankrupt, is liable for the payment of all
amounts (other than amounts that relate
solely to activities in which the bankrupt
begins to engage on or after the day of the
bankruptcy and to which the bankruptcy
does not relate) that become payable by the
bankrupt under this Act during the period
beginning on the day immediately after the
day the trustee became the trustee in
bankruptcy of the bankrupt and ending on
the day the discharge of the trustee is
granted under the Bankruptcy and
Insolvency Act, except that
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(i) the trustee is liable for the payment of
amounts that became payable by the
bankrupt after the day of the bankruptcy
only to the extent of the property and
money of the bankrupt in possession of
the trustee available to satisfy the
liability, and
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(ii) the trustee is not liable for the
payment of any amount for which a
receiver is liable under section 97.37,
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(e) if, on or after the day of bankruptcy, the
bankrupt begins to engage in particular
activities to which the bankruptcy does not
relate, the particular activities are deemed
to be separate from the activities of the
person to which the bankruptcy relates as
though the particular activities were
activities of a separate person;
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(f) subject to paragraph (h), the trustee in
bankruptcy shall perform all the obligations
under this Act of the bankrupt in respect of
the activities of the bankrupt to which the
bankruptcy relates for the period beginning
on the day immediately after the day of
bankruptcy and ending on the day the
discharge of the trustee is granted under the
Bankruptcy and Insolvency Act;
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(g) subject to paragraph (h), if the bankrupt
has not on or before the day of bankruptcy
fulfilled all of their obligations under this
Act in respect of any activities of the
bankrupt on or before the day of
bankruptcy, the trustee in bankruptcy shall
fulfil those obligations, unless the Minister
waives in writing the requirement for the
trustee to do so;
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(h) if there is a receiver with authority in
respect of a business, a property, affairs or
assets of the bankrupt, the trustee in
bankruptcy is not required to perform the
obligations of the bankrupt under this Act to
the extent that the receiver is required under
section 97.37 to perform those obligations;
and
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(i) the property and money held by the
trustee in bankruptcy for the bankrupt on
the day an order of absolute discharge of the
bankrupt is granted under the Bankruptcy
and Insolvency Act does not pass to the
bankrupt on the order being granted but is
held by and vested in the bankrupt
continuously since the day it was acquired
by the bankrupt or the trustee, as the case
may be.
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| Definition of
``bankrupt''
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(2) In this section, ``bankrupt'' has the same
meaning as in subsection 2(1) of the
Bankruptcy and Insolvency Act.
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| Definitions
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97.37 (1) The definitions in this subsection
apply in this section.
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``business''
« entreprise »
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``business'' includes a part of a business.
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``relevant
assets''
« actif
pertinent »
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``relevant assets'' of a receiver means
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(a) if the receiver's authority relates to all
the properties, businesses, affairs and
assets of a person, all those properties,
businesses, affairs and assets; and
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(b) if the receiver's authority relates to
only part of the properties, businesses,
affairs or assets of a person, that part of
the properties, businesses, affairs or
assets, as the case may be.
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| Receivers
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(2) The following rules apply to a receiver
who on a particular day is vested with the
authority to manage, operate, liquidate or
wind up any business or property, or to
manage and care for the affairs and assets, of
a person:
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(a) the receiver is an agent of the person and
any act performed by the receiver in respect
of the relevant assets of the receiver is
deemed to have been performed, as the case
may be, by the receiver as agent on behalf
of the person;
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(b) the receiver is not a trustee of the estate
of the person or any part of the estate of the
person;
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(c) if the relevant assets of the receiver are
a part and not all of the person's businesses,
properties, affairs or assets, the relevant
assets of the receiver are deemed to be,
throughout the period during which the
receiver is acting as receiver of the person,
separate from the remainder of the
businesses, properties, affairs or assets of
the person as though the relevant assets
were businesses, properties, affairs or
assets, as the case may be, of a separate
person;
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(d) the person and the receiver are jointly
and severally or solidarily liable for the
payment of all amounts that become
payable by the person under this Act before
or during the period during which the
receiver is acting as receiver of the person
to the extent that the amounts can
reasonably be considered to relate to the
relevant assets of the receiver or to the
businesses, properties, affairs or assets of
the person that would have been the
relevant assets of the receiver if the receiver
had been acting as receiver of the person at
the time the amounts became payable
except that
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(i) the receiver is liable for the payment
of amounts that became payable before
that period only to the extent of the
property and money of the person in
possession or under the control and
management of the receiver after
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(A) satisfying the claims of creditors
whose claims ranked, on the particular
day, in priority to the claim of the
Crown in respect of the amounts, and
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(B) paying any amounts that the
receiver is required to pay to a trustee
in bankruptcy of the person, and
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(ii) the payment by the person or the
receiver of an amount in respect of the
liability discharges the joint liability to
the extent of that amount;
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(e) the receiver shall perform all the
obligations, in respect of the relevant assets
of the receiver for the period during which
the receiver is acting as receiver, that are
required under this Act to be performed by
the person, as if the relevant assets were the
only properties, businesses, affairs and
assets of the person; and
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(f) if the person has not on or before the
particular day fulfilled their obligations
under this Act before the period during
which the receiver was acting as receiver,
the receiver shall fulfil those obligations for
that period that relate to the businesses,
properties, affairs or assets of the person
that would have been the relevant assets of
the receiver if the receiver had been acting
as receiver of the person during that period,
unless the Minister waives in writing the
requirement for the receiver to do so.
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| Definitions
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97.38 (1) The definitions in this subsection
apply in this section and in section 97.39.
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``trust''
« fiducie »
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``trust'' includes the estate of a deceased
individual.
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``trustee''
« fiduciaire »
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``trustee'' includes the personal representative
of a deceased individual, but does not
include a receiver.
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| Trustee's
liability
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(2) Subject to subsection (3), each trustee of
a trust is liable to satisfy every obligation
imposed on the trust under this Act, whether
the obligation was imposed during or before
the period during which the trustee acts as
trustee of the trust, but the satisfaction of an
obligation of a trust by one of the trustees of
the trust discharges the liability of all other
trustees of the trust to satisfy that obligation.
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| Joint and
several or
solidary
liability
|
(3) A trustee of a trust is jointly and
severally or solidarily liable with the trust and
each of the other trustees, if any, for the
payment of all amounts that become payable
by the trust under this Act before or during the
period during which the trustee acts as trustee
of the trust except that
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(a) the trustee is liable for the payment of
amounts that became payable before that
period only to the extent of the property and
money of the trust under the control of the
trustee; and
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(b) the payment by the trust or the trustee of
an amount in respect of the liability
discharges the joint liability to the extent of
that amount.
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| Waiver
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(4) The Minister may, in writing, waive the
requirement for the personal representative of
a deceased individual to fulfil the obligations
under this Act in respect of the activities of the
deceased individual that occurred on or before
the day the individual died.
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| Activities of a
trustee
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(5) For the purposes of this Act, if a person
acts as trustee of a trust, anything done by the
person in the person's capacity as trustee of the
trust is deemed to have been done by the trust
and not by the person.
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Definition of
``representa-
tive''
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97.39 (1) In this section, ``representative''
means a person, other than a trustee in
bankruptcy or a receiver, who is
administering, winding up, controlling or
otherwise dealing with any property, business,
commercial activity or estate of another
person.
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| Certificates
for receivers
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(2) Every receiver shall, before distributing
to any person any property or money under the
control of the receiver in the receiver's
capacity as receiver, obtain a certificate from
the Minister certifying that the following
amounts have been paid or security for the
payment of the amounts has been accepted by
the Minister:
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(a) amounts that the person is or can
reasonably be expected to become liable to
pay under this Act at or before the time the
distribution is made; and
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(b) amounts that the receiver is or can
reasonably be expected to become liable to
pay in the receiver's capacity as receiver.
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Certificates
for
representa-
tives
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(3) Every representative shall, before
distributing to any person any property or
money under the control of the representative
in the representative's capacity as
representative, obtain a certificate from the
Minister certifying that the following amounts
have been paid or that security for the payment
of the amounts has been accepted by the
Minister:
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(a) amounts that the person is or can
reasonably be expected to become liable to
pay under this Act at or before the time the
distribution is made; and
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(b) amounts that the representative is or can
reasonably be expected to become liable to
pay in the representative's capacity as
representative.
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| Liability for
failure to
obtain
certificate
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(4) Any receiver or representative who
distributes property or money without
obtaining a certificate in respect of the
amounts referred to in subsection (2) or (3) is
personally liable for the payment of those
amounts to the extent of the value of the
property or money so distributed.
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Amalgama-
tions
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97.4 (1) If two or more corporations (in this
section each referred to as a ``predecessor'')
are merged or amalgamated to form one
corporation (in this section referred to as the
``new corporation''), the new corporation is,
for the purposes of this Act, deemed to be a
separate person from each of the predecessors
and the same corporation as, and a
continuation of, each predecessor.
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| Exception
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(2) Subsection (1) does not apply to the
merger or amalgamation of two or more
corporations that is the result of the
acquisition of property of one corporation by
another corporation pursuant to the purchase
of the property by the other corporation or as
the result of the distribution of the property to
the other corporation on the winding-up of the
corporation.
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| Winding-up
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97.41 For the purposes of this Act, if at any
time a particular corporation is wound up and
not less than 90% of the issued shares of each
class of the capital stock of the particular
corporation were, immediately before that
time, owned by another corporation, the other
corporation is deemed to be the same
corporation as, and a continuation of, the
particular corporation.
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| Partnerships
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97.42 (1) For the purposes of this Act,
anything done by a person as a member of a
partnership is deemed to have been done by
the partnership in the course of the
partnership's activities and not to have been
done by the person.
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| Joint and
several or
solidary
liability
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(2) A partnership and each member or
former member (each of which is referred to
in this subsection as the ``member'') of the
partnership (other than a member which is a
limited partner and is not a general partner) are
jointly and severally or solidarily liable for
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(a) the payment of all amounts that become
payable by the partnership under this Act
before or during the period during which the
member is a member of the partnership or,
if the member was a member of the
partnership at the time the partnership was
dissolved, after the dissolution of the
partnership, except that
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(i) the member is liable for the payment
of amounts that become payable before
that period only to the extent of the
property and money that is regarded as
property or money of the partnership in
accordance with the laws of the province
governing the partnership, and
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(ii) the payment by the partnership or by
any member of the partnership of an
amount in respect of the liability
discharges the joint liability to the extent
of that amount; and
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(b) all other obligations under this Act that
arose before or during the period for which
the partnership is liable or, if the member
was a member of the partnership at the time
the partnership was dissolved, the
obligations that arose upon or as a
consequence of the dissolution.
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Compliance
by
unincorpor-
ated bodies
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97.43 If any amount is required to be paid
or any other thing is required to be done under
this Act by a person (in this section referred to
as the ``body'') that is not an individual,
corporation, partnership, trust or estate, the
following persons are jointly and severally or
solidarily liable to pay that amount or to
comply with the requirement:
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(a) every member of the body holding
office as president, chairperson, treasurer,
secretary or similar officer of the body;
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(b) if there are no members referred to in
paragraph (a), every member of any
committee having management of the
affairs of the body; and
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(c) if there are no members referred to in
paragraph (a) or (b), every member of the
body.
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The payment of the amount or the fullfilment
of the requirement by a member is deemed to
be compliance with the requirement.
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