T-498-74
Regal Wholesale Ltd. (Plaintiff)
v.
The Queen (Defendant)
Trial Division, Dubé J.—St. John, March 16, 17;
Ottawa, April 2, 1976.
Income tax—Associated companies—Defendant claiming
plaintiff associated with "V Co."—Defendant contending that
"A" transferred shares in plaintiff to "IV - and "E" transferred
shares in plaintiff to "L"—Plaintiff denying such transfer,
claiming "W" and "L" not shareholders of plaintiff—Income
Tax Act, R.S.C. 1952, c. 148, as am., ss. 39,
139(1)(ac),(5a),(5c)(a),(5d)(a),(6)—New Brunswick Companies
Act, R.S.N.B. 1952, c. 33, ss. 73, 104(1).
Plaintiff appealed a re-assessment on the basis that it was
associated with V Co. The Minister claimed that A conveyed
199 shares of plaintiff to W (her brother-in-law) and that E
(son of W) conveyed 199 shares of plaintiff to L (brother of W
and husband of A). Plaintiff denied such transfer, and claimed
that W and L were not shareholders of plaintiff. W and L
controlled P.J. Ltd., of which V Co. was a wholly-owned
subsidiary. The assessment was based on endorsements on the
back of the share certificates, and on a stock purchase agree
ment signed by W and L. Plaintiff claims that there was no
intention to transfer the shares from A and E to W and L, and
alleges that there was no transfer as the names were not
recorded on the register.
Held, dismissing the appeal, the re-assessments are con
firmed. W and L never intended to divest themselves of their
shares of plaintiff. They had been advised not to appear on the
company register as owners of record to avoid the associated
companies provisions. They had E and A endorse the transfer
certificates over to them, and kept the certificates in their
possession and under their control. The signing of the stock
purchase agreement confirms this conclusion. Although from
the company's standpoint, the transferee does not become a
shareholder until his name is recorded on the company register,
as between transferor and transferee, it is the execution and
delivery of the certificate that is essential. W and L were
beneficial owners of the majority of shares of plaintiff, and,
thus, plaintiff and V Co. are associated.
Defendant's alternative argument (i.e. that even without
regard to the effect of the non-registered transfers, plaintiff and
V Co. are associated) is equally valid. The three requirements
of section 39(4)(d) have been met. (1) V Co. was "controlled
by one person" (P.J. Ltd.). (2) P.J. Ltd. was "related to each
member of a group of persons" (A and E) that controlled
plaintiff, and (3) the ownership of P.J. Ltd. of shares in both
plaintiff and V Co. satisfies the third requirement of section
39(4)(d) (i.e. "one of those persons owned directly or indirectly
one or more shares of ... each of ..."). The fact that neither A
nor E owned shares in V Co. does not prevent the operation of
this provision. And, while plaintiff argued that this position is
based on the premise that A and E are a "group" who
controlled plaintiff, and they did not constitute a group, the two
have a community of interest and concern, a common connec
tion and sufficient collective unity to form a "group".
Buckerfield's Ltd. v. M.N.R. [1965] 1 Ex.C.R. 299;
Danalan Investments Limited v. M.N.R. [1973] C.T.C.
251; Electric Power Equipment Ltd. v. M.N.R. [1968] 1
Ex.C.R. 460; Yardley Plastics of Canada Ltd. v. M.N.R.
66 DTC 5183; S. Madill Ltd. v. M.N.R. [1972] F.C. 6;
Vina -Rug (Canada) Ltd. v. M.N.R. [1968] S.C.R. 193,
applied.. Re Montgomery and Wrights Ltd. (1916-17) 38
O.L.R. 335, discussed.
INCOME tax appeal.
COUNSEL:
E. N. McKelvey, Q. C., for plaintiff.
O. A. Pyrcz for defendant.
SOLICITORS:
McKelvey, Macaulay, Machum & Fair-
weather, Saint John, for plaintiff.
Deputy Attorney General of Canada for
defendant.
The following are the reasons for judgment
rendered in English by
Dust J.: This is an appeal from a re-assessment
of the plaintiffs income tax for the 1968 and 1969
taxation years. By notices of re-assessment dated
the 24th day of March 1971, the Minister re
assessed the plaintiff (hereinafter "Regal") on the
basis that it was associated with National Vending
Company Limited (hereinafter "Vending") within
the meaning of subsection 39(4) of. the Income
Tax Act' and the taxes payable by Regal upon its
taxable income for 1968 and 1969 were to be
computed according to subsection 39(3) of the
Act. Regal claims that its taxable income for the
two years should be computed in accordance with
subsection (1) and not subsections (2) or (3) of
section 39.
R.S.C. 1952, c. 148.
By its amended statement of claim, plaintiff also
claims that the interval of twenty-nine months
between the filing of its objection and the confir
mation of the re-assessment by the Minister of
National Revenue constitutes a breach of the
requirement in subsection 58(3) of the Act that
the Minister shall make such confirmation with
"all due despatch". At the opening of the trial,
plaintiff withdrew its amendment and reverted to
the original statement of claim. Counsel for the
defendant pointed out in argument that the
amendment had necessitated a second examination
for discovery and that relevant costs should be
taxed against plaintiff.
Both parties agreed that Exhibit P-2 filed by the
plaintiff was an accurate reflection of the share-
holding situation for the relevant period as entered
in the company registry books as follows:
152 common in 1968
William R. Lawlor/ 159 common in 1969
(father of W. Eric)-1250 preferred in
68-69
g .151 common in 1968
Laurence D. Lawlor —159 common in 1969
(husband of Adrienne)---1250 preferred in
68-69
Peter J. Lawlor Ltd.
500 issued common shares
2,500 issued preferred shares
Francis J. McGrath — 200 common
Adrienne Lawlor — 200 common
W. Eric Lawlor — 200 common
a wholly owned
subsiduary [sic]
1,130 preferred
shares non-voting
W V
Plaintiff Co. National
600 issued common shares Vending
1,510 issued preferred shares Co. Ltd.
The Minister claims that on or before July 15,
1968 Adrienne Lawlor conveyed 199 shares of
Regal to William R. Lawlor (her brother-in-law)
and that Eric Lawlor (son of the said William R.
Lawlor) conveyed 199 shares of Regal to Laurence
D. Lawlor (brother of William R. and husband of
Adrienne). The plaintiff claims there was no such
transfer intended or completed and therefore the
two brothers William R. and Laurence D. were
not shareholders of Regal. It is admitted that at all
material times the two brothers owned the majori
ty of the issued shares and controlled Peter J.
Lawlor Ltd.
The Minister assumes there was a transfer from
Adrienne and Eric to William and Laurence
mainly on two grounds: the endorsements on the
back of the share certificates and a stock purchase
agreement dated July 15, 1968.
Firstly as to the endorsements. Nine common
stock certificates were filed as exhibits. The first
three were for one share each and duly transferred
by the incorporators to the three stockholders,
Francis G. McGrath, W. Eric Lawlor and
Adrienne Lawlor. Certificate number 4, for one
share, is issued to Francis G. McGrath, the trans
fer form in the back is left blank. Certificate
number 5, for one share, issued to W. Eric Lawlor
has the back transfer form unfilled but signed by
W. Eric Lawlor. Certificate number 6, for one
share, to Adrienne also shows an unfilled transfer
form signed in blank by Adrienne.
Certificate number 7, for 199 shares, issued to
Francis G. McGrath shows the transfer certificate
unfilled and unsigned. However certificate number
8, for 199 shares, issued to Adrienne Lawlor has
the back transfer form filled in with the name of
William Ronald Lawlor and signed by Adrienne
Lawlor. And certificate number 9, for 199 shares,
to W. Eric Lawlor shows a transfer certificate
filled in to the name of Laurence David Lawlor
and signed by W. Eric Lawlor.
In the shareholders' register appear the names
of the three founders and of McGrath, Eric and
Adrienne Lawlor. In the directors' register the
same six names appear, with McGrath as presi
dent, Adrienne, vice-president and Eric, secretary.
The register of transfers shows the transfer from
the founders to McGrath, Eric and Adrienne of
one share each; from the treasury to the same
three of one share each; and from the treasury to
the same three of 199 shares each. The names of
the two brothers, William and Laurence, do not
appear on the register.
Francis G. McGrath and the four Lawlors all
testified to the effect that there was no intention to
transfer the shares from Adrienne and Eric to
William and Laurence. They claim that all the
documents, including company meeting minutes
and share certificates, were signed in the lawyer's
office at incorporation. They merely affixed their
names where the lawyer asked them to, no ques
tions asked.
Adrienne Lawlor testified that she paid the $200
for her 200 shares personally, from her own sav
ings of household money and family allowances,
and that she has not sold her shares to anyone. She
is not active in the business but receives annual
financial statements and occasionally drops in at
the office.
Eric is actively engaged in the business which he
joined after high school. As far as he is concerned
he paid for the 200 shares himself and owns them.
He first learned about the alleged transfer when a
taxation officer visited Regal. He denies any
agreement, oral or written, to transfer his shares to
his father. He never inquired why his uncle's name
appeared on the transfer certificate of his 199
shares.
At the trial, Eric's father, William R. Lawlor,
denied any arrangement with his son to have the
shares transferred to him. However at his exami
nation for discovery he testified that he "wanted
some rein on him so I could keep him under my
wing" and "this is why that certificate was
signed". At discovery he also admitted that the
certificates had been endorsed improperly: Eric's
certificate, and not Adrienne's, should have been
endorsed over to him. At the trial he stated he did
not instruct his solicitor to have some certificates
endorsed, but perhaps his accountant had done so.
He admitted at discovery that "he was advised
that in order to avoid the associated company
provisions of the Income Tax Act (he) and (his)
brother Laurence should not be shareholders of
record".
Laurence D. Lawlor testified that he first
learned of the transfer endorsations when the tax
officer inspected the company books.
The stock purchase agreement relied upon by
the Minister to establish his re-assessment was
signed by McGrath, William and Laurence
Lawlor on July 15, 1968. According to the text of
the agreement, the three "shareholders" agree in
event of death or withdrawal from Regal to the
sale and purchase of each other's common stock
therein. In order to insure funds to pay for the
stock, insurance "has been obtained from the
Montreal Life Insurance Company" in the amount
of $25,000 on each of the three payable to each of
the other two. The style and opening paragraphs of
the document read as follows:
COMMON STOCK PURCHASE AGREEMENT WITHOUT TRUSTEE
Synopsis: Three stockholders—obligation to sell and buy—each
stockholder insures lives of his associates—proceeds payable to
surviving stockholders.
1. This agreement is made by and between Francis Joseph
McGrath, William Ronald Lawlor and Laurence David
Lawlor, all of Saint John, New Brunswick, hereinafter called
stockholders, for their mutual protection in event of the death
or withdrawal from Regal Wholesale Ltd. of any one of them
and for the sale and purchase of his common stock therein.
Common stock in the corporation is owned by them as follows:
Francis Joseph McGrath 1/3
William R onald Lawlor 1/3
Laurence David Lawlor 1/3
Each hereby agrees to sell the stock standing in his name and
the others hereby agree to purchase such stock, in the circum
stances at the price, and on the terms and conditions set forth
below.
2. Each stockholder has assigned his stock in blank and
deposited the certificate with the secretary of the corporation
who is authorized and directed to write on the face of each
stock certificate the following: "This certificate is held subject
to stockpurchase [sic] agreement dated Day of July, 1968".
Such assignment and deposit shall not affect the right of the
stockholder to vote the stock and receive the dividends thereon
until such time as the purchase price has been received by him
or his executor or administrator under the terms of this agree
ment. A schedule of the stock included in this agreement is
attached. No certificate of stock subject to this agreement shall
be assigned, encumbered or otherwise disposed of during the
continuance of this agreement except as provided herein.
William Lawlor testified at the trial that he did
not hold 1/3 of the stock and that he signed the
document because an insurance agent, Robert
Wisted, suggested the agreement to sell them life
insurance policies. But he admitted at discovery
that someone, perhaps himself, could have told the
insurance agent that he was a one-third sharehold
er of the company.
I conclude that William R. and Laurence D.
Lawlor never intended to divest themselves of the
ownership of their shares in Regal. They were
advised that they should not appear on the com
pany register as owners of record to avoid the
associated company provisions of the Income Tax
Act. They had son Eric and wife Adrienne endorse
the transfer certificates over to them (each to the
wrong party by inadvertence) and kept the certifi
cates in their possession and under their control at
the office. Their signing, along with McGrath, of
the common stock agreement is an obvious confir
mation of that conclusion.
Plaintiff alleges there has been no transfer of the
shares to William R. and Laurence D. Lawlor
because their names were never entered in the
company register as required under the New
Brunswick Companies Act 2 . Sections 73 and
104(1) of chapter 33 - , R.S.N.B. 1952, - then in
force, read as follows:
73. Except for the purpose of exhibiting the rights of parties
to any transfer of shares towards each other and of rendering
any transferee jointly and severally liable with the transferor to
the company and - its creditors, no transfer of shares unless
made by sale under execution or under decree, order or judg
ment of a court oT competent jurisdiction, shall be valid for any
purpose whatever until entry of such transfer is duly made in
2 R.S.N.B. 1952, c. 33.
the register of transfers; provided that as to the stock of any
company listed and dealt with on any recognized stock
exchange by means of stock certificates, commonly in use
endorsed in blank, and transferable by delivery, such endorsa-
tion and delivery shall, except for the purpose of voting at
meetings of the company, constitute a valid transfer.
104. (1) A book called the register of transfers shall be
provided, and in such book shall be entered the particulars of
every transfer of shares in the capital of the company.
Subsection 39(4) of the Income Tax Act deter
mines whether corporations are associated with
one another:
39. (4) For the purpose of this section, one corporation is
associated with another in a taxation year, if at any time in the
year,,
(a) one of the corporations controlled the other,
(b) both of the corporations were controlled by the same
person or group of persons,
(c) each of the corporations was controlled by one person
and the person who controlled one of the corporations was
related to the person who controlled the other, and one of
those persons owned directly or indirectly one or more shares
of the capital stock of each of the corporations,
(d) one of the corporations was controlled by one person and
that person was related to each member of a group of persons
that controlled the other corporation, and one of those per
sons owned directly or indirectly one or more shares of the
capital stock of each of the corporations, or
(e) each of the corporations was controlled by a related
group and each of the members of one of the related groups
was related to all of the members of the other related group,
and one of the members of one of the related groups owned
directly or indirectly one or more shares of the capital stock
of each of the corporations.
The meaning of "control" in 39(4) has been
defined by Jackett P., as he then was, in Bucker-
field's Ltd. v. M.N.R. 3 :
Many approaches might conceivably be adopted in applying
the word "control" in a statute such as the Income Tax Act to a
corporation. It might, for example, refer to control by "man-
agement", where management and the Board of Directors are
separate, or it might refer to control by the Board of Directors.
The kind of control exercised by management officials or the
Board of Directors is, however, clearly not intended by section
39 when it contemplates control of one corporation by another
as well as control of a corporation by individuals (see subsec
tion (6) of section 39). The word "control" might conceivably
refer to de facto control by one or more shareholders whether
or not they hold a majority of shares. I am of the view,
however, that, in section 39 of the Income Tax Act, the word
"controlled" contemplates the right of control that rests in
ownership of such a number of shares as carries with it the
3 [1965] 1 Ex.C.R. 299 at pages 302-303.
right to a majority of the votes in the election of the Board of
Directors. See British American Tobacco Co. v. I. R. C. [1943]
1 A.E.R. 13, where Viscount Simon L. C., at page 15, says:
The owners of the majority of the voting power in a
company are the persons who are in effective control of its
affairs and fortunes.
Plaintiff contends that William R. and Laurence
D. did not control Regal. Their names were not
entered on the company register, not being share
holders they were not entitled to receive notice of
(by-law 37) and vote at meetings (by-law 38).
Plaintiff further claims that one could become a
shareholder of Regal only by allotment (by-law
42) or by transfer (by-law 46) of shares, and that
allotment is not alleged.
The purpose of section 73 of the New Brunswick
Companies Act (supra), and other such federal
and provincial provisions, is to establish the effec
tive moment of recognition of shareholders for the
company's purposes; the company will not recog
nize the transferee of the shares until registration
has been completed.
But as between transferor and transferee the
essential elements are the execution of the transfer
certificate and the delivery thereof. So far as the
transferor is concerned the transaction is com
pleted between himself and the transferee when he
hands over the endorsed certificate and there and
then beneficial ownership has passed, although
from the company's standpoint the transferee does
not become a shareholder until his name appears
on the register.
In Danalan Investments Limited v. M.N.R. 4 ,
the Minister treated the appellant and two other
corporations as "associated corporations" within
subsection 39(4) contending that the true owner
ship of the shares was other than as reflected on
the share registers. Collier J. held at page 253 that
the names on the register were mere nominees:
4 [1973] C.T.C. 251.
The books of the two companies record the shareholdings as
contended by the appellants. A number of share certificates in
support of most of the holdings alleged were filed as exhibits on
behalf of the appellants. Subsection 50(2) of the Quebec Com
panies Act provides that a share certificate shall be prima facie
evidence of title of the shareholder to the shares mentioned in
it. In my opinion the presumption created by the statute has
been rebutted by the respondent. I find the respondent has
proved, by a preponderance of evidence, that some of these
alleged shareholders (sufficient to amount to at least 6%) were
not the true owners of the shares, but were mere nominees of
Benjamin Wainberg.
In Re Montgomery and Wrights Ltd.', Middle-
ton J. said that although a transfer of stock must
"be duly recorded to complete the title, but any
unrecorded dealing is not void, but is valid as
exhibiting the rights of the parties thereto towards
each other". He held that an unrecorded transfer
of a share gave the transferee the title to the share
as against the purchaser at a sheriff's sale.
I find that William R. and Laurence D. Lawlor
were beneficial owners of the majority of the
shares in Regal and therefore that Regal and
Vending, admittedly a wholly owned subsidiary of
Peter J. Lawlor Ltd., are associated companies
within the meaning of the Income Tax Act.
Counsel for the defendant in his argument took
the position that even without having any regard to
the legal effect of the non-registered share trans
fers, Regal and Vending still were associated
within the meaning of the Income Tax Act.
He submitted that by virtue of paragraph
39(4)(d), with the names of the shareholders as
they appear on the register, the companies are
associated:
39. (4) For the purpose of this section, one corporation is
associated with another in a taxation year, if at any time in the
year,
(d) one of the corporations was controlled by one person and
that person was related to each member of a group of persons
that controlled the other corporation, and one of those per
sons owned directly or indirectly one or more shares of the
capital stock of each of the corporations, or
5 (1916-17) 38 O.L.R. 335 at page 336.
According to defendant's alternative position,
the companies were associated as follows: (1)
Vending "was controlled by one person" (namely
Peter J. Lawlor Ltd.) and (2) Peter J. Lawlor Ltd.
"was related to each member of a group of per
sons" (namely Adrienne Lawlor and Eric Lawlor)
"that controlled" Regal and (3) "one of those
persons", (namely Peter J. Lawlor Ltd., or
Adrienne Lawlor or W. Eric Lawlor), "owned
directly or indirectly one or more shares of ...
each of' Regal and Vending.
Defendant claims that the three component
requirements of paragraph 39(4)(d) as enumerat
ed above are satisfied as follows:
Firstly, Vending was controlled by one person,
namely Peter J. Lawlor Ltd. Peter J. Lawlor Ltd.
is a person within the meaning of the Income Tax
Act by virtue of paragraph 139(1)(ac). The evi
dence is that Peter J. Lawlor Ltd. owned, during
the taxation years in question, all of the issued
shares of Vending;
Secondly, Peter J. Lawlor Ltd. was related to
each member of the group of persons (namely
Adrienne Lawlor and W. Eric Lawlor) that con
trolled Regal. By applying the relevant provisions
of the Income Tax Act to the facts of this case it is
submitted that this requirement of paragraph
39(4)(d) is satisfied as follows:
William R. Lawlor and Laurence D. Lawlor,
being brothers are connected by blood relationship
and therefore are related:
139. (5a) For the purpose of subsection (5),(5c) and this
subsection, "related persons", or persons related to each other,
are
(a) individuals connected by blood relationship, marriage or
adoption;
139. (6) For the purpose of paragraph (a) of subsection
(5a),
(a) persons are connected by blood relationship if one is the
child or other descendant of the other or one is the brother or
sister of the other;
(b) persons are connected by marriage if one is married to
the other or to a person who is so connected by blood
relationship to the other; and
Together William R. Lawlor and Laurence D.
Lawlor owned the majority of the common shares
and all of the preferred shares of Peter J. Lawlor
Ltd. Accordingly, William R. Lawlor and Lau-
rence D. Lawlor are a related group which controls
Peter J. Lawlor Ltd.:
139. (5c) In subsection (5a),(5d) and this subsection,
(a) "related group" means a group of persons each member
of which is related to every other member of the group; and
139. (5d) For the purpose of subsection (5a)
(a) where a related group is in a position to control a
corporation, it shall be deemed to be a related group that
controls the corporation whether or not it is part of a larger
group by whom the corporation is in fact controlled;
Therefore by virtue of subparagraph
139(5a)(b)(ii), Peter J. Lawlor Ltd. is related to
both William R. Lawlor and Laurence D. Lawlor:
139. (5a) For the purpose of subsection (5),(5c) and this
subsection, "related persons", or persons related to each other,
are
(b) a corporation and
(i) a person who controls the corporation, if it is controlled
by one person,
(ii) a person who is a member of a related group that
controls the corporation, or
(iii) any person related to a person described by subpara-
graph (i) or (ii);
By virtue of subparagraph 139(5a)(b)(iii) Peter
J. Lawlor Ltd. is related to any person who in turn
is related to William R. Lawlor and Laurence D.
Lawlor. Adrienne Lawlor is related to Laurence D.
Lawlor, being his wife. W. Eric Lawlor is related
to William R. Lawlor, being his son. Therefore,
Peter J. Lawlor Ltd. is related to both Adrienne
Lawlor and W. Eric Lawlor who together form a
group which controls Regal. Subsection 39(4) of
the Act does not require the group which controls
Regal to be related. Accordingly, the fact that
Adrienne Lawlor and Eric Lawlor are not them
selves rela.ted, does not, it is submitted, remove the
present fact situation from the ambit of subsection
39(4).
Thirdly, the ownership by Peter J. Lawlor Ltd.
of shares in both Regal and Vending is sufficient
to satisfy the third requirement of paragraph
39(4)(d). The fact that neither Adrienne Lawlor
nor W. Eric Lawlor owned shares in National
Vending Ltd. does not prevent the operation of
that provision.
Defendant submitted that authority for this
proposition may be found in Electric Power
Equipment Ltd. v. M.N.R. 6 In his decision, Shep-
pard D.J. interpreted paragraph 39(4)(b) and held
that "one of those persons" referred to any of the
"persons" to which reference is previously made in
the subparagraph. In other words, it is submitted
that "one of those persons" refers to the "person"
who controlled by itself the one corporation as well
as to any of the persons in the group controlling
the other. Therefore, if Peter J. Lawlor Ltd. owned
one or more shares, not necessarily voting shares,
of the capital stock of both Regal and National
Vending, then the two latter corporations would be
associated within the meaning of paragraph
39(4)(b). Since Peter J. Lawlor Ltd. did own
preferred shares in Regal, and owned all of the
issued shares in Vending, the two corporations are
associated.
In my view, the alternative position of the
defendant is valid: regardless of the effect of non-
registration of the shares, Regal and Vending are
still associated within the meaning of the Income
Tax Act.
Plaintiff argued that the alternative position was
predicated on the premise that Adrienne and Eric
Lawlor are a "group" of persons who controlled
Regal and submitted they did not constitute a
"group" within the meaning of the legislation.
Plaintiff claimed that as defined by the Oxford
and Webster dictionaries, the word "group" con
notes "collective unity", "segregation from oth
ers", having a "community of interest".
In Yardley Plastics of Canada Ltd. v. M.N.R. 7
Noël J. said at page 5188:
I do not believe, as submitted by counsel for the Minister,
that the latter is allowed to choose out of several possible
groups any aggregation holding more than 50% of the voting
power, even if the members of the group are common share
holders in both corporations and that such a group then
becomes irrebuttably deemed to be the controlling group for
the purposes of section 39(4) of the Act as this could lead to an
absurd situation where no two-large corporations in this coun
try would be safe from being held to be associated.
6 [1968] 1 Ex.C.R. 460.
7 66 DTC 5183.
"Group" was defined in S. Madill Ltd. v.
M.N.R. 8 as people having "a community of inter
est and concern". It was defined in Vina -Rug
(Canada) Ltd. v. M.N.R. 9 as persons who "had at
all material times a sufficient common
connection".
In Buckerfield's Ltd. v. M.N.R. (supra) Jackett
P., now Chief Justice of this Court, said at page
304 that "the word group in its ordinary meaning,
as I understand it, can refer to any number of
persons from two to infinity".
Surely, these two persons, Adrienne and Eric
Lawlor, have a community of interest and concern,'
a common connection, a sufficient collective unity
to form a "group". The aunt and nephew are not
only related to the two Lawlor brothers, they all
earn their livelihood from the same business ven
tures. They are all Lawlors, by their own admis
sion a tightly knit family group.
In conclusion, the re-assessments are affirmed
and the appeal is dismissed, with costs to the
defendant.
8 [1972] F.C. 6.
9 [1968] S.C.R. 193.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.