Slate Management Corporation v. Canada (Attorney General)

Slate Management Corporation v. Canada (Attorney General)

The appeal is moot because the rectification order was implemented and a certificate of arrangement issued; pursuant to the principle in Norcan, absent a stay and in the presence of third‑party reliance and no special circumstances, the court should not unwind a court‑approved corporate fundamental change; the Attorney General failed to seek a stay and Slate provided unchallenged evidence of third‑party reliance; consequently the court declines to exercise its discretion to hear the moot appeal and quashes the appeal, awarding costs to Slate.

Citation
2017 ONCA 763
Parties
Applicant (respondent in Appeal): Slate Management Corporation; Respondent (appellant): The Attorney General of Canada
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
4 October 2017
Procedural Posture
Civil / Appeal From Superior Court (rectification Order)
Outcome
Appeal quashed; costs awarded to Slate
Legal Topics
Rectification, Amalgamation, Plan of Arrangement, Certificate of Amalgamation, Stay of Proceedings, Third Party Reliance
Source Language
English
Tax Law Corporate Law Civil Procedure Equity Rectification Amalgamation Plan of Arrangement Certificate of Amalgamation +2 more

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Parties

Slate Management Corporation

Applicant (respondent in Appeal)

The Attorney General of Canada

Respondent (appellant)

Procedural Posture

Civil / Appeal From Superior Court (rectification Order)

Legal Issues

  1. 1 Whether the appeal is moot because the rectification order was implemented and third parties relied on the resultant certificate (Norcan principle)
  2. 2 Whether the court should nevertheless exercise its discretion to hear a moot appeal
  3. 3 Whether Slate met the test for rectification as clarified in Fairmont Hotels Inc. v. Canada (Attorney General)

Ratio Decidendi

The appeal is moot because the rectification order was implemented and a certificate of arrangement issued; pursuant to the principle in Norcan, absent a stay and in the presence of third‑party reliance and no special circumstances, the court should not unwind a court‑approved corporate fundamental change; the Attorney General failed to seek a stay and Slate provided unchallenged evidence of third‑party reliance; consequently the court declines to exercise its discretion to hear the moot appeal and quashes the appeal, awarding costs to Slate.

Court Disposition

Appeal quashed; costs awarded to Slate

Orders

  • Appeal quashed
  • Costs to Slate in the agreed amount of $25,000 inclusive of disbursements and HST