Atco Ltd. v. Calgary Power Ltd.

Atco Ltd. v. Calgary Power Ltd.

Majority: The statutory phrase "owner of a public utility" in s.2(i) includes a person who, though not legal owner of the utility assets, has the power to control the utility (including by acquisition of voting control through share ownership); "unite/union" in s.98 embraces unions effected by acquisition of shares; accordingly Atco was an "owner" under the Act and the Public Utilities Board had jurisdiction to restrain the takeover absent its consent.

Citation
[1982] 2 SCR 557
Parties
Appellant: Atco Ltd.; Appellant: 99139 Canada Inc.; Appellant: Canadian Utilities Limited; Appellant: Canadian Western Natural Gas Company Limited; Appellant: Northwestern Utilities Limited; Appellant: Alberta Power Limited; Respondent: Calgary Power Ltd.; Respondent: City of Calgary; Respondent: City of Edmonton; Respondent: Consumers Association of Canada (Alberta); Respondent: City of Medicine Hat; Respondent: Sunlife Assurance Company of Canada; Respondent: Gordon Securities Limited; Respondent: City of Red Deer; Respondent: Town of Fort MacLeod; Respondent: W. Arsene; Respondent: Town of Coalhurst; Respondent: Town of Picture Butte; Respondent: Public Utilities Board of Alberta
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
2 November 1982
Procedural Posture
Appeal; Company Law; Regulatory Review / Final Appeal to Supreme Court of Canada; Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Control, Ownership, Takeover Bid, Jurisdiction, Statutory Interpretation, Union/amalgamation
Source Language
English
Company Law Administrative Law Regulatory Law Public Utilities Law Commercial Law Control Ownership Takeover Bid +3 more

Case Brief

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Parties

Atco Ltd.

Appellant

99139 Canada Inc.

Appellant

Canadian Utilities Limited

Appellant

Canadian Western Natural Gas Company Limited

Appellant

Northwestern Utilities Limited

Appellant

Alberta Power Limited

Appellant

Calgary Power Ltd.

Respondent

City of Calgary

Respondent

City of Edmonton

Respondent

Consumers Association of Canada (Alberta)

Respondent

City of Medicine Hat

Respondent

Sunlife Assurance Company of Canada

Respondent

Gordon Securities Limited

Respondent

City of Red Deer

Respondent

Town of Fort MacLeod

Respondent

W. Arsene

Respondent

Town of Coalhurst

Respondent

Town of Picture Butte

Respondent

Public Utilities Board of Alberta

Respondent

Procedural Posture

Appeal; Company Law; Regulatory Review / Final Appeal to Supreme Court of Canada; Judgment on Appeal

Legal Issues

  1. 1 Whether a parent company is an "owner of a public utility" within s.2(i) of The Public Utilities Board Act
  2. 2 Whether acquisition of voting shares constitutes a "union" under s.98 of the Act
  3. 3 Whether the Public Utilities Board has jurisdiction to restrain a takeover of a utility by virtue of s.98

Ratio Decidendi

Majority: The statutory phrase "owner of a public utility" in s.2(i) includes a person who, though not legal owner of the utility assets, has the power to control the utility (including by acquisition of voting control through share ownership); "unite/union" in s.98 embraces unions effected by acquisition of shares; accordingly Atco was an "owner" under the Act and the Public Utilities Board had jurisdiction to restrain the takeover absent its consent.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Order of the Alberta Court of Appeal and the interim order of the Public Utilities Board of Alberta affirmed