| The Law Society of Manitoba Professional Education and Competence |
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| eLaw Business Law Update | April 2017 |
| In This Issue |
| No Conversion of
Improperly Registered Vehicle: MBQB CRA Prevails in Construction Fund Dispute: MBQB A Cautionary Tale for Family Corporations: MBQB Anti-Spam Law Applied Against an Individual: CRTC CSA Staff Notice on Social Media Use by Reporting Issuers Legislative Update Federal Budget 2017 Review of Provincial Privacy Legislation Recommended Reading Continuing Professional Development: LSM Spring Programs: MBA 2017 Demystifying Indigenous Business Conference National Insolvency Law Conference: CBA |
No Conversion of Improperly Registered Vehicle: MBQB
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CRA Prevails in Construction Fund Dispute: MBQB
| The central issue in Manitoba
Housing and Renewal Corporation v. Able Eavestroughing Ltd., 2017
MBQB 27, a complex interpleader and extinguishment application brought
by the MHRC with respect to construction project funds claimed by the
CRA (under a Requirement to Pay issued under s. 224(1.2) of the Income Tax Act), is whether MHRC
had a legal obligation to pay the funds to the bonding company on the
project and an unpaid subcontractor pursuant to (a) the law of
guarantee; (b) the principles of equitable subrogation; or (3) on the
basis of the third party beneficiary exception to the usual principle
that a person who is not a party to a contract cannot sue on it. The
court rejected each of these arguments, finding at para. 32 that
private arrangements between owners, contractors and bonding companies
cannot interfere with important policy considerations involved in the
collection of withholding tax and source deductions; at para. 33 that
there is no Canadian authority for the proposition that the doctrine of
equitable subrogation applies to a labour and material payment bond, as
opposed to a performance bond; and at paras. 37-38 that there was no
evidence that MHRC intended to extend the ability to sue on the
contract to unpaid subcontractors and that the third-party beneficiary
exception is only to be used as a shield and not a sword. As such, the
court found that the CRA was entitled to the funds paid into court by MHRC under
the interpleader order. |
A Cautionary Tale for Family Corporations: MBQB
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Anti-Spam Law Applied Against an Individual: CRTC
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CSA Staff Notice on Social Media Use by Reporting Issuers
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The Canadian Securities Administrators released Staff
Notice 51-348 – Staff’s Review of
Social Media Used by Reporting Issuers, on March 9, 2017. The
notice is based on a review conducted by the securities regulatory
authorities of the disclosure provided on social media by 111 reporting
issuers. It identifies three key concerns raised when reporting issuers
use social media as a public disclosure platform: selective or early
disclosure; misleading and unbalanced disclosure; and insufficient
social media governance policies. |
Legislative Update
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Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act, was referred to the Standing Committee on Industry, Science and Technology on December 9, 2016 and was reported with amendments on March 22, 2017 and presented to the House on April 6, 2017. It proposes significant changes to corporate governance, shareholder participation, and gender diversity for issuers incorporated under the CBCA. For further details see the legislative summary, the backgrounder, and these articles and blog posts from Canadian Lawyer, Blakes, BLG, Dentons, Fasken Martineau, Norton Rose Fulbright, and Osler. Proposed regulations to Bill C-25, fleshing out the details of the changes to corporate law, were published December 14, 2016. They are discussed in blog posts from McCarthy Tetrault, Torys LLP and Blakes and in this recent article from the CBA: CBA welcomes diversity measures in Bill C-25. Bill C-26, An Act to amend the Canada Pension Plan, the Canada Pension Plan Investment Board Act and the Income Tax Act, expanding Canada’s pension plan, received royal assent on December 15, 2016 and will come into force on a day to be fixed by order of the Governor in Council. Among other things, the legislation will provide for additional contributions from both employers and employees, phased in over a five year period starting in 2019. For further details see this Slaw post. Bill C-30, Canada-European Union Comprehensive Economic and Trade Agreement Implementation Act, and Bill C-31, An Act to implement the Free Trade Agreement between Canada and Ukraine, both passed second reading in the Senate on March 7, 2017 and are now before the Standing Senate Committee on Foreign Affairs and International Trade. They will implement the recently negotiated trade agreements. The legislative summaries provide further details. Provincial Bill 2, The Securities Amendment Act, passed second reading March 23, 2017. As detailed in the explanatory note, it amends The Securities Act to provide for the automatic enforcement of sanctions, conditions, restrictions or requirements imposed by other securities regulators when there has been a finding or admission of a breach of securities laws or acts contrary to the public interest. Bill 3, The Pooled Registered Pension Plans (Manitoba) Act, passed second reading March 23, 2017. It provides the legal framework for certain pooled pension plans to be open to employees and self-employed persons in Manitoba. See the explanatory note for further detail. Bill 7, The New West Partnership Trade Agreement Implementation Act (Various Acts Amended), which had second reading March 22, 2017, amends three Acts so that Manitoba can join the above trade agreement, as well as participate in other future domestic trade agreements. Further details can be found in the explanatory note to the bill. Bill 25, The Cannabis Harm Prevention Act (Various Acts Amended), was introduced March 20, 2017. It proposes amendments to several Acts to address health or safety concerns that will arise when cannabis consumption is no longer illegal (July 2018). For further information see the explanatory note. Bill 30, The Local Vehicles for Hire Act, was introduced March 20, 2017. It would repeal The Taxicab Act and allow municipalities to make by-laws regulating the entire vehicle-for-hire industry. Further details can be found in the explanatory note to the bill and in this government news release. |
Federal Budget 2017
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Review of Provincial Privacy Legislation
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Recommended Reading
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No Such Thing as March Break - Selected Corporate and Securities Law Developments – this Blakes bulletin reports on a number of recent developments in corporate and securities law such as new notices from the TSX and the CSA and proposed changes to the CBCA. Cyber Risk Management: Mandatory Breach Reporting & Record Keeping (MLT Aikins) and Cyber Risk Management Guidance for Corporate Directors (BLG) – cyber risk management is a growing concern for Canadian corporations and their directors. These blog posts discuss the mandatory breach notification obligations and record-keeping requirements and provide guidance for directors. A Submission to the Expert Panel in the Review of Federal Environmental Assessment Processes – this analysis of the constitutional division of powers which must underpin Federal environmental assessment processes carried out in relation to private development on privately-owned or Provincial Crown land is from a submission made to the expert panel in the review by Sheryl Rosenberg, TDS LLP. Is Your Natural Resource Development Subject to Municipal Controls? Cowichan Valley Regional District v. Cobble Hill Holdings Ltd. – clients involved in natural resource development must understand the scope of authority of any municipal and provincial land use and building regulations before embarking on a project, according to the author of this TDS LLP article. Selected Leading Aboriginal Law Decisions – this TDS LLP article reviews the leading Aboriginal law cases from 1973 to 2016 and sets out the constitutional legislative provisions and UN declarations that apply. |
Continuing Professional Development: LSM
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Sound Cybersecurity Practices For Your Law Firm – this very practical lunch program will further your awareness of cybersecurity risks, and provide you with valuable information about the technologies and cybersecurity practices you can adopt to reduce these risks. It takes place April 12, 2017 in the Law Society classroom. Teleconference registrants receive a group discount. 10th Annual Hot Topics In Real Estate- An “all star” panel will present at the 10th anniversary edition of this annual program chaired by Jeff Shypit. Due to the popularity of this program it is being offered on two dates: April 24(pm) and April 25(am), 2017. Both dates are now sold out, but you can add your name to the waiting list and you will be contacted in the event of a cancellation. Women Thriving in the Law with a Grit and Growth Mindset (May 15, 2017, half-day) and Getting and Growing Grit: The Secret to Success (May 16, 2017, lunch session) – these programs, presented jointly with the MBA’s Women Lawyers’ Forum, will help attendees to develop and apply a “grit and growth” mindset to the challenges of legal practice. |
Spring Programs: MBA
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Commercial landlords' remedies on tenants' default – at the next meeting of the Real Property section Philip Sheps of Pitblado LLP will discuss the rights and obligations of landlords and tenants in commercial properties on tenant default. The meeting will be held from 5:00– 6:30 pm on April 12, 2017, in the 25th floor boardroom of Pitblado LLP. Canadian Carbon Pricing Plan - Andrew MacSkimming will provide an overview of the federal Pan-Canadian Framework on Clean Growth and Climate Change at this Environment, Energy and Resource Law section lunch meeting on April 21, 2017. IRCC Economic Immigration Update – What’s new and what’s ahead – Keith Swinton, employer liaison for IRCC, will discuss what’s new in economic immigration at this April 26, 2017 lunch meeting hosted by the Immigration Law section. The meeting takes place from 12:30-1:30 pm at Fillmore Riley LLP. |
2017 Demystifying Indigenous Business Conference
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National Insolvency Law Conference: CBA
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ISSN 1916-3916