| The Law Society of Manitoba Professional Education and Competence |
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| eLaw Business Law Update | November 2017 |
| In This Issue |
| Maintaining the
Efficiency and Efficacy of the Bills of Exchange System: SCC Seriously Misleading Error Invalidates Registration: MBQB Fuel Tank Leasing Agreements Taxable Transactions: MBQB Legislative Update New at the Companies Office Update on Proposed Private Corporation Tax Changes Canadian Securities Administrators Update Recommended Reading Fall CPD: LSM Winter Replays: LSM MBA Programs Upcoming Conferences |
Maintaining the Efficiency and Efficacy of the Bills of Exchange System: SCC
| In a 5-4 split decision in Teva
Canada Ltd. v. TD Canada Trust, 2017 SCC 51, the Supreme Court
reversed the Ontario Court of Appeal to find two banks who transferred
fraudulent cheques totaling $5.5 million to “improper” recipients
liable under the tort of conversion. The case involved two innocent
parties (TD and BNS, the banks, and Teva, the pharmaceutical company
whose employee implemented the fraudulent scheme drafting false cheque
requisition forms for business entities with similar or identical names
to those of real customers), each asserting that the other bear the
loss occasioned by the fraudster. The court was required to interpret
the statutory defence to the strict liability tort of conversion (s.
20(5) of the Bills of Exchange Act),
which says that “(w)here the payee is a fictitious or non-existing
person, the bill may be treated as payable to bearer.” In this case,
said the majority, since Teva did not participate in the fraud and all
payees were known or possible customers, “none of the payees were
either fictitious or non-existing” and the defence did not apply. These
articles discuss the decision: The Latest Act in the Supreme Court Cheque Fraud Drama – Bennett Jones SCC rules TD and Scotia liable for Teva employee’s fraud scheme – Canadian Lawyer |
Seriously Misleading Error Invalidates Registration: MBQB
| In two concurrent
decisions, the court considers whether Toyota’s failure to use the full
legal name of the person who purchased the motor vehicle in registering
its financing statement at the Personal Property Registry invalidates
the registration. Toyota’s success in challenging the trustee’s
disallowance of its claim as a secured creditor in one of the cases but
not the other is accounted for by slight, but important, factual
differences. In Bankruptcy of Rosa Argentina Gonzalez,
2017 MBQB 178, the more fulsome decision, a search of the PPR did not
disclose either the financing statement registered by Toyota (using an
incomplete name - R Argentina Gonzalez rather than Rosa Argentina
Gonzalez) or a similar match. Even though an earlier serial number
search had located the registration, the court disallowed Toyota’s
appeal, finding that the registration error was seriously misleading
under s. 43(8) of The Personal
Property Security Act. In Bankruptcy of Christine Marie Rose Fauvelle,
2017 MBQB 179, Toyota used the bankrupt’s middle initial rather than
her proper middle names in the financing statement, but the search
disclosed a similar match. This triggered a reasonable obligation on
the part of the searcher to view the similar match and determine its
relevance, according to the court. Since the similar match search
in this case produced the financing statement, the error in the
debtor’s name was not seriously misleading for the purposes of s.
43(8). |
Fuel Tank Leasing
Agreements Taxable Transactions: MBQB
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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, is currently at second reading before the Senate. 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 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 this article from the CBA: CBA welcomes diversity measures in Bill C-25. Bill C-49, An Act to amend the Canada Transportation Act and other Acts respecting transportation and to make related and consequential amendments to other Acts, was reported with amendment by the Standing Committee on Transport, Infrastructure and Communities on October 5, 2017 and is now in third reading. It aims to modernize transportation laws in Canada, improving freight rail safety and efficiency; liberalizing international ownership restrictions for Canadian air carriers; and establishing new air passenger rights. For further information see the legislative summary, departmental information, and Transportation 2030 strategic plan. Provincial Bill 30, The Local Vehicles for Hire Act, passed second reading October 10, 2017 and was reported by committee without amendments on November 1, 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. Bill 39, The Canadian Free Trade Agreement Implementation Act (Labour Mobility Act and Regulated Health Professions Act Amended), was introduced and received first reading on October 5, 2017. It makes administrative amendments to The Labour Mobility Act and The Regulated Health Professions Act to reflect that the government of Manitoba and the governments of Canada and the other provinces and territories have agreed to a new domestic trade agreement, the Canadian Free Trade Agreement. |
New at the Companies Office
| New online filings and
services are available at the Companies Office as of September 20,
2017. For further details see the government news
release and the Companies Office
website. |
Update on Proposed
Private Corporation Tax Changes
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Canadian Securities
Administrators Update
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What's Moving the Needle? Women on Boards and in Executive Officer Positions - Bennett Jones Women On Boards and in the C-Suite: Will Institutional Investors Close the Gender Gap? – Torys LLP |
Recommended Reading
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Deadlines Looming for Businesses to Comply with Accessibility Legislation – Manitoba businesses should be planning for how they will meet accessibility obligations imposed by The Accessibility for Manitobans Act, according to the authors of this MLT Aikins LLP post, who point out that implementation dates are on the horizon. Renegotiating NAFTA: Three Areas Where Renegotiation Could Impact Commercial Carriers – this MLT Aikins LLP post discusses how renegotiating NAFTA may affect businesses involved in cross border trade. |
Fall CPD: LSM
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Winter Replays: LSM
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MBA Programs
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Project Management? Practice Management! – the Civil Litigation section is hosting this program comparing project management to practice management and discussing the tools you must have for the latter. The program will be held in the 2nd floor conference room, 444 St. Mary Ave., from noon to 1:30 pm on November 30, 2017. Recent Privacy Law Developments – What Public Sector Lawyers Need to Know – presenter Andrew Buck will discuss what public sector lawyers and clients need to know about recent privacy law developments at this joint meeting on December 8, 2017. The program will take place from noon - 1:30 pm at the Law Society classroom. |
Upcoming Conferences
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CBA Tax Law for Lawyers Conference – registration is now open for the 24th annual CBA Tax Law for Lawyers conference, to be held May 27 to June 1, 2018, in Niagara-on-the-Lake, Ontario. The early bird registration rate expires April 1, 2018. |
ISSN 1916-3916