R. v. Black & Decker Manufacturing Co.

R. v. Black & Decker Manufacturing Co.

Under s.137 of the Canada Corporations Act an amalgamation does not create a new corporation nor extinguish the old ones; the amalgamating companies continue as one entity and the amalgamated company remains subject to the liabilities (including criminal liabilities) of the amalgamating companies, therefore the amalgamated company may be prosecuted for offences committed prior to amalgamation.

Citation
[1975] 1 SCR 411
Parties
Appellant/plaintiff: Her Majesty the Queen; Respondent/defendant: Black and Decker Manufacturing Company, Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
11 February 1974
Procedural Posture
Criminal Prosecution Under the Combines Investigation Act / Appeal to Supreme Court of Canada From Court of Appeal for Ontario (order of Prohibition); Judgment on Appeal Allowing Crown's Appeal and Remitting for Trial
Outcome
Appeal allowed; judgment of the Court of Appeal for Ontario set aside.
Legal Topics
Amalgamation, Corporate Liability for Pre Amalgamation Offences, Statutory Interpretation, Continuance of Corporation, Retail Price Maintenance
Source Language
English
Criminal Law Corporate Law Commercial Law Amalgamation Corporate Liability for Pre Amalgamation Offences Statutory Interpretation Continuance of Corporation Retail Price Maintenance

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Parties

Her Majesty the Queen

Appellant/plaintiff

Black and Decker Manufacturing Company, Limited

Respondent/defendant

Procedural Posture

Criminal Prosecution Under the Combines Investigation Act / Appeal to Supreme Court of Canada From Court of Appeal for Ontario (order of Prohibition); Judgment on Appeal Allowing Crown's Appeal and Remitting for Trial

Legal Issues

  1. 1 Whether an amalgamated corporation can be prosecuted for offences committed by amalgamating companies prior to amalgamation
  2. 2 Whether an amalgamation under s.137 creates a new corporate entity or causes the amalgamating corporations to continue as one entity
  3. 3 Whether the term "liabilities" in s.137 includes criminal liabilities

Ratio Decidendi

Under s.137 of the Canada Corporations Act an amalgamation does not create a new corporation nor extinguish the old ones; the amalgamating companies continue as one entity and the amalgamated company remains subject to the liabilities (including criminal liabilities) of the amalgamating companies, therefore the amalgamated company may be prosecuted for offences committed prior to amalgamation.

Court Disposition

Appeal allowed; judgment of the Court of Appeal for Ontario set aside.

Orders

  • Order of Prohibition granted by the Court of Appeal quashed
  • Matter remitted to the Ontario Provincial Court (Criminal Division) of the Judicial District of York for disposition in accordance with the reasons