Case information
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34235
Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) v. Services Environnementaux AES Inc., et al.
(Quebec) (Civil) (By Leave)
Docket
Judgments on applications for leave to appeal are rendered by the Court, but are not necessarily unanimous.
| Date | Proceeding | Filed By (if applicable) |
|---|---|---|
| 2013-12-17 | Appeal closed | |
| 2013-11-29 | Formal judgment sent to the registrar of the court of appeal and all parties | |
| 2013-11-29 | Judgment on appeal and notice of deposit of judgment sent to all parties | |
| 2013-11-28 |
Judgment on the appeal rendered, CJ LeB F Abe Ro Cro Ka, The appeal from the judgment of the Court of Appeal of Quebec (Montréal), Number 500-09-019557-099, 2011 QCCA 394, dated March 4, 2011, heard on November 8, 2012, is dismissed with costs throughout. Dismissed, with costs |
|
| 2012-11-20 | Transcript received, (81 pages) | |
| 2012-11-08 | Judgment reserved OR rendered with reasons to follow | |
| 2012-11-08 | Intervener's condensed book, Submitted in Court (14 copies) | Attorney General of Canada |
| 2012-11-08 | Respondent's condensed book, Submitted in Court (14 copies) | Services Environnementaux AES Inc. |
| 2012-11-08 | Appellant's condensed book, Submitted in Court (14 copies) | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-11-08 | Acknowledgement and consent for video taping of proceedings, From all parties | |
| 2012-11-08 |
Hearing of the appeal, 2012-11-08, CJ LeB F Abe Ro Cro Ka Judgment reserved |
|
| 2012-11-02 | Correspondence received from, 1 reserved seat requested | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-10-30 | Correspondence received from, 3 reserved seats requested | Services Environnementaux AES Inc. |
| 2012-10-26 | Correspondence received from, 5 reserved seats requested | Attorney General of Canada |
| 2012-10-24 | Notice of appearance, Pierre Zemaitis, Christian Boutin and Khashayar Haghgouyan will be present at the hearing. | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-10-23 | Notice of appearance, Dominic Belley will be present at the hearing. | Services Environnementaux AES Inc. |
| 2012-10-22 | Notice of appearance, Pierre Cossette and Susan Shaughnessy will be present at the hearing. | Attorney General of Canada |
| 2012-07-24 | Notice of hearing sent to parties | |
| 2012-07-19 |
Appeal hearing scheduled, 2012-11-08, (to be heard with 34393) Judgment reserved |
|
| 2012-07-05 |
Order by, F, FURTHER TO THE ORDER dated May 4, 2012 granting leave to intervene to the Attorney General of Canada; IT IS HEREBY FURTHER ORDERED THAT the said intervener is granted permission to present oral argument not exceeding ten (10) minutes at the hearing of the appeal. Granted, no order as to costs |
|
| 2012-06-28 | Intervener's book of authorities, Vol. 1 and 2, Completed on: 2012-06-28 | Attorney General of Canada |
| 2012-06-28 | Intervener's factum, Completed on: 2012-06-28 | Attorney General of Canada |
| 2012-05-04 | Order on motion for leave to intervene, (BY FISH J.) | |
| 2012-05-04 |
Decision on the motion for leave to intervene, F, UPON A MOTION by the Attorney General of Canada for leave to intervene in the above appeal; AND THE MATERIAL FILED having been read; IT IS HEREBY ORDERED THAT: The motion for leave to intervene by the Attorney General of Canada is granted and the said intervener shall be entitled to serve and file a factum not to exceed 10 pages in length on or before June 29, 2012. The request to present oral argument is deferred to a date following receipt and consideration of the written arguments of the parties and the intervener. The intervener shall not be entitled to raise new issues or to adduce further evidence or otherwise to supplement the record of the parties. Pursuant to Rule 59(1)(a) of the Rules of the Supreme Court of Canada, the intervener shall pay to the appellant and respondents any additional disbursements occasioned to the appellant and respondents by its intervention. Granted |
|
| 2012-05-04 | Submission of motion for leave to intervene, F | |
| 2012-04-13 | Respondent's factum, Completed on: 2012-04-13 | Services Environnementaux AES Inc. |
| 2012-04-13 | Appeal perfected for hearing | |
| 2012-04-12 | Respondent's book of authorities, (3 volumes), Completed on: 2012-04-12 | Services Environnementaux AES Inc. |
| 2012-03-29 | Response to the motion for leave to intervene, (Letter Form), from Pierre Zemaitis dated March 29/12, Completed on: 2012-03-29 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-03-21 | Response to the motion for leave to intervene, (Letter Form), from Dominic C. Belley dated March 21/12, Completed on: 2012-03-21 | Services Environnementaux AES Inc. |
| 2012-03-16 | Motion for leave to intervene, (bookform), Completed on: 2012-03-16 | Attorney General of Canada |
| 2012-03-09 | Letter advising the parties of tentative hearing date and filing deadlines (Leave granted) | |
| 2012-02-17 | Appellant's book of authorities, (2 volumes), Completed on: 2012-02-17 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-02-17 | Appellant's record, Completed on: 2012-02-17 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-02-17 | Appellant's factum, Completed on: 2012-02-17 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2012-02-01 | Correspondence received from, Dominic Belley dated February 1, 2012. Re: Sally Gomery of Norton Rose will acting as agent | Services Environnementaux AES Inc. |
| 2011-11-10 | Notice of appeal, Completed on: 2011-11-10 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2011-10-14 | Copy of formal judgment sent to Registrar of the Court of Appeal and all parties | |
| 2011-10-14 | Judgment on leave sent to the parties | |
| 2011-10-13 |
Judgment of the Court on the application for leave to appeal, The application for leave to appeal from the judgment of the Court of Appeal of Quebec (Montréal), Number 500-09-019557-099, 2011 QCCA 394, dated March 4, 2011, is granted with costs in the cause. Granted, with costs in the cause |
|
| 2011-08-08 | All materials on application for leave submitted to the Judges, LeB F Cro | |
| 2011-08-05 | Correspondence received from, email from Pierre Zemaitis dated Aug. 5/11 autorising to retire Canada Customs and Revenue Agency from the style of cause | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
| 2011-06-06 | Correspondence received from, Ms Provencher rec'd by email re: will not be participating in the leave application (cc to all parties) | Canada Customs and Revenue Agency |
| 2011-06-01 | Respondent's response on the application for leave to appeal, service received on June 2, 2011 (D.R)-original rec'd June 7 (NB), Completed on: 2011-06-02 | Services Environnementaux AES Inc. |
| 2011-05-31 | Correspondence received from, From Sally Gomery dated May 31, 2011. RE: Ogilvy Renault LLP will be known as Norton Rose OR LLP as of June 1, 2011 | Services Environnementaux AES Inc. |
| 2011-05-09 | Letter acknowledging receipt of a complete application for leave to appeal | |
| 2011-05-03 | Application for leave to appeal, Completed on: 2011-05-05 | Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) |
Parties
Please note that in the case of closed files, the “Status” column reflects the status of the parties at the time of the proceedings. For more information about the proceedings and about the dates when the file was open, please consult the docket of the case in question.
Main parties
| Name | Role | Status |
|---|---|---|
| Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec) | Appellant | Active |
v.
| Name | Role | Status |
|---|---|---|
| Services Environnementaux AES Inc. | Respondent | Active |
| Centre Technologique AES Inc. | Respondent | Active |
Other parties
| Name | Role | Status |
|---|---|---|
| Attorney General of Canada | Intervener | Active |
Counsel
Party: Agence du Revenu du Québec (formerly the Deputy Minister of Revenue of Quebec)
Counsel
Pierre Zemaitis
Christian Boutin
Khashayar Haghgouyan
Secteur D221LC, 22e étage
3, Complexe Desjardins, CP 5000
Montréal, Quebec
H5B 1A7
Telephone: (514) 287-8225
FAX: (514) 873-8992
Email: alainfrancois.meunier@revenuquebec.ca
Agent
111, rue Champlain
Gatineau, Quebec
J8X 3R1
Telephone: (819) 503-2178
FAX: (819) 771-5397
Email: p.landry@noelassocies.com
Party: Services Environnementaux AES Inc.
Counsel
1, Place Ville Marie
Bureau 2500
Montréal, Quebec
H3B 1R1
Telephone: (514) 847-4318
FAX: (514) 286-5474
Email: dominic.belley@nortonrose.com
Agent
1500-45 O'Connor Street
Ottawa, Ontario
K1P 1A4
Telephone: (613) 780-8604
FAX: (613) 230-5459
Email: sally.gomery@nortonrosefulbright.com
Party: Centre Technologique AES Inc.
Counsel
1, Place Ville Marie
Bureau 2500
Montréal, Quebec
H3B 1R1
Telephone: (514) 847-4318
FAX: (514) 286-5474
Email: dominic.belley@nortonrose.com
Agent
1500-45 O'Connor Street
Ottawa, Ontario
K1P 1A4
Telephone: (613) 780-8604
FAX: (613) 230-5459
Email: sally.gomery@nortonrosefulbright.com
Party: Attorney General of Canada
Counsel
Susan Shaughnessy
Complexe Guy Favreau, Tour Est
9e étage, 200 boul. René-Lévesque O.
Montréal, Quebec
H2Z 1X4
Telephone: (514) 283-8756
FAX: (514) 283-3103
Agent
50 O'Connor Street, Suite 50, Room 557
Ottawa, Ontario
K1P 6L2
Telephone: (613) 670-6290
FAX: (613) 954-1920
Email: christopher.rupar@justice.gc.ca
Summary
Keywords
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Summary
Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.
Contracts Interpretation Error Rectification Whether, under Quebec civil law, court may rectify or amend written instrument or contractual document because of unforeseen tax consequences Civil Code of Québec, S.Q. 1991, c. 64, art. 1425.
As part of a reorganization, the respondent Services environnementaux AES Inc. (“AES”) decided to transfer 25% of its shares in the respondent Centre technologique AES Inc. to a new investor. The applicable tax provisions on exchanges of shares provide that the tax consequences of this sort of transaction may be deferred, provided that, among other things, any consideration other than shares received at the time of the transfer does not exceed the adjusted cost base of the shares. To take advantage of these provisions, the respondents entered into a reorganization agreement. After the transaction was made, the Canada Customs and Revenue Agency sent AES a notice of assessment, adding a taxable capital gain of $840,770 to the company’s income for the taxation year ended September 30, 1999. The respondents then learned that the cost base of certain exchanged shares exceeded the consideration other than shares received at the time of the transfer. AES filed a notice of objection, and the Agency issued a notice of reassessment, to which AES again objected. The respondents then filed in the Superior Court a motion for rectification of written instruments and for a declaratory judgment, asking that they be allowed to amend the documents relating to the transaction to reflect their true intentions at the time of the transaction. The Superior Court granted the motion. The Court of Appeal upheld that decision, finding that when the intention stated in a contract diverges from the common intention of the parties, the contract may be rectified, so long as the application to do so is legitimate and necessary, and the correction being sought does not affect the rights of third persons.
Lower court rulings
Superior Court of Quebec
2009 QCCS 790, 500-05-069012-019
Motion for rectification and for declaratory judgment allowed; amendment to documents related to a transaction made retroactively and declared to have effect against third persons
Court of Appeal of Quebec (Montréal)
2011 QCCA 394, 500-09-019557-099
Appeal dismissed
Memorandums of argument on application for leave to appeal
The memorandums of argument on an application for leave to appeal will be posted here 30 days after leave to appeal has been granted unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of the memorandum by filing out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a memorandum of argument or want to use a memorandum of argument, please contact the author of the memorandum of argument directly. Their name appears at the end of the memorandum of argument. The contact information for counsel is found in the “Counsel” tab of this page.
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Related links
Factums on appeal
The factums of the appellant, the respondent and the intervener will be posted here at least 2 weeks before the hearing unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of factums by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a factum or want permission to use a factum, please contact the author of the factum directly. Their contact information appears on the first page of each factum.
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