Sparling v. Québec (Caisse de Dépôt et Placement du Québec)

Sparling v. Québec (Caisse de Dépôt et Placement du Québec)

The Crown agent (Caisse) is bound by the CBCA insider reporting provisions because by purchasing shares it implicitly accepted the statutory benefits that define share ownership and therefore must also accept the attendant statutory burdens under the benefit/burden exception to Crown immunity; s.16 does not shield the Crown from obligations inseparable from the rights it claimed.

Citation
[1988] 2 SCR 1015
Parties
Appellant (agent of the Crown in Right of Quebec): Caisse de dépôt et placement du Québec; Respondent (director): Frederick H. Sparling; Intervener: Attorney General of Quebec; Intervener: Attorney General for Alberta
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
15 December 1988
Procedural Posture
Civil Appeal / Supreme Court of Canada Hearing on Appeal From the Court of Appeal for Quebec
Outcome
Appeal dismissed.
Legal Topics
Crown Immunity, Benefit/burden Exception, Insider Reporting Obligations, Interpretation Act, Shareholder Rights
Source Language
English
Public Law Corporate Law Constitutional Law Securities Regulation Crown Immunity Benefit/burden Exception Insider Reporting Obligations Interpretation Act +1 more

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Parties

Caisse de dépôt et placement du Québec

Appellant (agent of the Crown in Right of Quebec)

Frederick H. Sparling

Respondent (director)

Attorney General of Quebec

Intervener

Attorney General for Alberta

Intervener

Procedural Posture

Civil Appeal / Supreme Court of Canada Hearing on Appeal From the Court of Appeal for Quebec

Legal Issues

  1. 1 Whether a provincial Crown agent that acquires shares is bound by federal insider reporting provisions despite s.16 of the Interpretation Act
  2. 2 Whether the benefit/burden exception to Crown immunity applies where the Crown acquires shares governed by federal corporate statute

Ratio Decidendi

The Crown agent (Caisse) is bound by the CBCA insider reporting provisions because by purchasing shares it implicitly accepted the statutory benefits that define share ownership and therefore must also accept the attendant statutory burdens under the benefit/burden exception to Crown immunity; s.16 does not shield the Crown from obligations inseparable from the rights it claimed.

Court Disposition

Appeal dismissed.

Orders

  • Declaration that Caisse de dépôt et placement du Québec, having become a shareholder of Domtar Inc., is bound by the Canada Business Corporations Act provisions governing shareholders (including ss.121‑125) and is required to submit insider reports in the prescribed form
  • Appeal dismissed