Wednesday 5 May 1993

Maranatha Christian Reformed Church of Woodbridge Act, 1993, Bill Pr84

Gregory S. Sorbara, MPP

Jan Poot, solicitor, Maranatha Christian Reformed Church of Woodbridge

506584 Ontario Limited Act, 1993, Bill Pr1

Leo Jordan, MPP

Alan Sugarman, solicitor, 506584 Ontario Ltd

Women's Counselling Referral Centre Act, 1993, Bill Pr2

Anthony Perruzza, MPP

Marcie Weinman, solicitor, Women's Counselling Referral Centre

Ontario Association of Veterinary Technicians Act, 1993, Bill Pr3

Wayne Lessard, MPP

Monica Tighe, president, Ontario Association of Veterinary Technicians

John G. Todd Agencies Limited Act, 1993, Bill Pr21

Mike Cooper, MPP

Canindo Development Limited Act, 1993, Bill Pr36

Rosario Marchese, MPP

Jack Copelovici, solicitor, Canindo Development Ltd


Chair / Présidente: Haeck, Christel (St Catharines-Brock ND)

*Vice-Chair / Vice-Présidente: MacKinnon, Ellen (Lambton ND)

*Eddy, Ron (Brant-Haldimand L)

Fletcher, Derek (Guelph ND)

*Hansen, Ron (Lincoln ND)

*Hayes, Pat (Essex-Kent ND)

*Johnson, Dave (Don Mills PC)

*Jordan, Leo (Lanark-Renfrew PC)

*Mills, Gordon (Durham East/-Est ND)

*Perruzza, Anthony (Downsview ND)

Ruprecht, Tony (Parkdale L)

*Sola, John (Mississauga East/-Est L)

*In attendance / présents

Substitutions present / Membres remplaçants présents:

Carter, Jenny (Peterborough ND) for Mr Fletcher

Cooper, Mike (Kitchener-Wilmot ND) for Ms Haeck

Clerk /Greffière: Pajeska, Donna

Staff / Personnel: Klein, Susan A., legislative counsel

The committee met at 1001 in committee room 1.

The Vice-Chair (Mrs Ellen MacKinnon): I would like to call this meeting to order of the standing committee on regulations and private bills.


Consideration of Bill Pr84, An Act to revive Maranatha Christian Reformed Church of Woodbridge.

The Vice-Chair: The first bill we're going to call is Bill Pr84, An Act to revive Maranatha Christian Reformed Church of Woodbridge. Mr Sorbara is here. You're the sponsor. Mr Sorbara, would you please introduce your applicants.

Mr Gregory S. Sorbara (York Centre): Thank you, Madam Chair. I'm pleased to introduce Albert Hartholt, who is the treasurer of the applicant church, and Jan Poot, who is not only a friend, he belongs to the right political party, at least he used to in the good old days --

Mr Rosario Marchese (Fort York): It sounds like conflict to me.

Mr Sorbara: No conflict whatever -- and a solicitor in the community of Woodbridge in the city of Vaughan.

I think the matter is entirely straightforward, Madam Chair. The bill simply has the effect of reviving the Maranatha Christian Reformed Church in the community of Woodbridge. If you have any questions of either the counsel, Mr Poot, or Albert Hartholt, I'm sure they would be delighted to answer those questions.

The Vice-Chair: Do the applicants have any comments they wish to make?

Mr Jan Poot: No, Madam Chair. We wish to respond to questions if you have any.

The Vice-Chair: Would you like to tell us why you want this company to be revived?

Mr Poot: Madam Chair, this corporation, the Maranatha Christian Reformed Church of Woodbridge, a member church of the Christian Reformed Church of Canada, was incorporated in 1970. As such, it became the owner of substantial properties on which its parsonage and main church building are in Woodbridge.

By reason of the fact that up to about 1976 the Ministry of Consumer and Commercial Relations at that --

The Vice-Chair: Excuse me. Could you take your conversations back away from the mikes, please. Thanks. That means you too. I'm sorry for the interruption.

Mr Sorbara: That's the way to handle them, Madam Chair.

The Vice-Chair: Well, it's difficult to pick up three conversations on these microphones.

Mr Poot: As I said, Madam Chair, until about 1976 it was the practice of the Ministry of Consumer and Commercial Relations to require that corporations file their annual returns. That was a practice that was discontinued at or about that time, and I must confess personally that I think that is not a good practice. I believe that reporting requirements should be reinstituted. They adopted the then voluntary system whereby you had to notify the ministry of changes.

What happened, unfortunately, was that no notice of change was given of the change from a postal box address to the physical address of the property, so that when in 1987 the ministry decided to purge dormant or extinct corporations, when a notice of intent to dissolve was sent to the corporation at its post office address, it was never received. Consequently, on January 27 the five-year period of grace for the corporation expired.

As it so happens, at or about that date, my file indicates that on January 30, three days later, I did a corporation search and found out that its articles had been dissolved and I was beyond the five-year period of grace, and the reason for all of that was because this corporation, that is to say the church, has obtained approval from the municipality to rezone part of its property for purposes of a non-profit housing corporation for senior citizens, which is now well in the way of final stages towards obtaining a building permit. That is, in short, the situation we find ourselves in, Madam Chair.

Of course, with an organization such as a church or a charitable organization, there's a great deal of coming and going of personnel and, as a result, you don't have the continuity that you might have in a private corporation where you generally have one or two individuals who are president or secretary and directly responsible. In this organization over the past 20 years, it being a democratically organized church, essentially the office bearers would change every year so you won't find that continuity. I think that was responsible for the failure to inform the minister of the change of address. And I suspect -- I'm not certain of that -- that they probably weren't even aware they had to.

The Vice-Chair: Thank you very much. Are there any objectors to this particular bill?

Mr Ron Hansen (Lincoln): I have a question.

The Vice-Chair: Just a minute, I think we start over here with questions, don't we? Questions from the committee. Do you have any questions?

Mr Ron Eddy (Brant-Haldimand): No, Chair, I have no questions. I'm prepared to move approval.

Mr Dave Johnson (Don Mills): That's fine by me.

Mr Gordon Mills (Durham East): There are no objections from the ministry, Madam Chair. In the absence of the parliamentary assistant, I bring that to your attention.

The Vice-Chair: Thank you very much, Mr Mills.

Mr Hansen: I've brought it to the attention of the committee before that many groups and charitable organizations are appearing before this committee because of a change of address and I think the ministry could do a better job by checking up by telephone to find out whether they're still in existence and possibly checking to see if they have a new address. This is wasting their time and the committee's time to wind up coming before the committee to renew their application which should have been done in that period of time when it was time for renewal. I think we should be taking a look at saving a lot of time and expense.

I mean, the church just didn't move out of the community. There must have been some way of contacting the minister or something like that, because as you relate the information that your executive changes on a yearly basis -- and it's happened in small companies where accountants have changed also, where the companies have had to come forward. So this is an ongoing -- I would say we have at least two or three bills every sitting of this committee and I think it should be addressed by the ministry.

The Vice-Chair: I appreciate your point, Mr Hansen. I do recall your bringing it up before and perhaps it's something we as a committee should be drawing to the attention of the ministry.

Mr Hansen: Maybe the subcommittee can bring this up and have a meeting on it.

The Vice-Chair: Okay, we'll do that. Anybody else with any questions from the committee? Are the members ready to vote?

Mr Mills: Go ahead.

The Vice-Chair: Shall section 1 carry? Carried.

Shall section 2 carry? Carried.

Shall section 3 carry? Carried.

Shall the preamble carry? Agreed.

Shall the bill carry? Agreed.

Shall I report the bill to the House? Agreed.

And you have the motion? Yes, Mr -- I know you better by your first names.

Mr Mike Cooper (Kitchener-Wilmot): I'd like to move that the committee recommend that the fees and the actual cost of printing at all stages in the annual statutes be remitted on Bill Pr84, An Act to revive Maranatha Christian Reformed Church of Woodbridge.

The Vice-Chair: Is there any discussion? Shall the motion carry? Carried. Thank you very much.

Mr Poot: Thank you very much, Madam Chair. Thank you, members of the committee.


Consideration of Bill Pr1, An Act to revive 506548 Ontario Limited.

The Vice-Chair: Are the people for An Act to revive 506548 Ontario Limited present? Mr Jordan, you are the sponsor?

Mr Leo Jordan (Lanark-Renfrew): Yes, Madam Chair, I'm substituting for my colleague Charles Harnick.

The Vice-Chair: That's fine, thank you. Would you like to introduce your applicant, please?

Mr Jordan: Yes. Chak-Nag Ng has applied for special legislation to revive 506548 Ontario Limited. The applicant represents that he is the president, secretary and sole director of the ongoing organization carried on in the name of the corporation.

The Minister of Consumer and Commercial Relations dissolved the corporation on the 25th day of May, 1987, for default in complying with the Corporations Tax Act. The applicant represents that he did not receive the notice of default that was mailed to the corporation, that he was not aware of the dissolution until more than five years after it had occurred and that activities have been carried on in the name of the corporation despite the dissolution.

The Vice-Chair: Does the applicant have any comments, please?

Mr Jordan: I have the applicant's solicitor here, Alan Sugarman.

Mr Alan Sugarman: The submissions that Mr Jordan has made are substantially correct. My client didn't become aware of the dissolution until the fall of 1992. The notices had been sent out to the corporation's previous accountant. The accountant never passed them on to my client. My client was at that point in time a recent immigrant to Canada. He didn't understand English too well. He never had notice of it. He will, in the future, make sure that all these things are complied with.

The Vice-Chair: Are there any interested parties who wish to speak to this bill?

Mr Hansen: I'd like to know about this insert that was put in with this bill for the committee members, pages 56, 57, 58.

The Vice-Chair: Disregard that.

Mr Hansen: That's a mistake? You asked me and I thought it was a mistake, and then when I opened mine, I had it also. Okay, fine.

The Vice-Chair: I think we have some gremlins in our photocopiers.

Mr Mills: In the absence of the parliamentary assistant, I'd like to advise the committee members that the Ministry of Revenue has no objections to this revival.

The Vice-Chair: Thank you very much. Questions from over here? Mr Johnson?

Mr Dave Johnson: I have no questions.

The Vice-Chair: Are the members ready for the vote? Shall section 1 carry? Carried.

Shall section 2 carry? Carried.

Shall section 3 carry? Carried.

Shall the preamble carry? Carried.

Shall the bill carry? Carried.

Shall I present the bill to the House? Agreed.

Thank you very much for coming.


Consideration of Bill Pr2, An Act to revive the Women's Counselling Referral Centre.

The Vice-Chair: Our next order of business is Bill Pr2. I understand Mr Perruzza is here as the sponsor. The Women's Counselling Referral Centre, welcome to our committee. I forgot to do that with the others; I'm sorry. Go ahead.

Mr Perruzza, do you wish to do some introducing?

Mr Anthony Perruzza (Downsview): Yes, Madam Chairman. In Ms Zanana Akande's absence, I am pleased to sponsor this private member's bill, An Act to revive the Women's Counselling Referral Centre.

The Vice-Chair: Would the applicant like to make some comments?

Ms Marcie Weinman: Yes, Madam Chairman. The Women's Counselling Referral Centre was dissolved under the Corporations Information Act in 1979. The notice of the dissolution was sent to student legal aid, which had done some legal work for the centre previous to that time.

The notice never did come to any of the present members of the centre. The clerical and administrative staff and the directors have changed over many times since 1979. It did come to their attention around 1987 that the corporation was dissolved, and at that time they retained a solicitor who proceeded to try to reincorporate them under a new corporation.

That procedure went on for quite some time before they found out that was not the way to do this. That was allowed to ride by the other solicitor, I believe, for quite some time, until I was retained in 1992. We're now bringing this application for a bill to revive the corporation.

The Vice-Chair: Thank you very much. Do you have a question, Mr Mills?

Mr Mills: No, I have a comment, Madam Chair, to advise the committee members, on behalf of the parliamentary assistant, that the Ministry of Revenue has no objections to this revival.

The Vice-Chair: Thank you very much. Are there any questions by any of the members?

Mr Eddy: I note that it's a solicitor, in this case, who abandoned the work. I don't know whether there's any penalty for that or not, but of course it's not you; it's a former solicitor.

Mr Hansen: Madam Chair, I think this is another straightforward renewal, so I think we can dispense with any more questions.

The Vice-Chair: Shall section 1 carry? Carried.

Shall section 2 carry? Carried.

Shall section 3 carry? Carried.

Shall the preamble carry? Carried.

Shall the bill carry? Carried.

Shall I present the bill to the House? Agreed.

Mr Cooper: I move that the committee recommend that the fees, and the actual cost of printing at all stages and in the annual statutes, be remitted on Bill Pr2, An Act to revive the Women's Counselling Referral Centre.

The Vice-Chair: Is there any discussion? Shall the motion carry? Carried. Thank you all very much.



Consideration of Bill Pr3, An Act respecting the Ontario Association of Veterinary Technicians.

The Vice-Chair: Next is Bill Pr3, sponsored by Mr Wayne Lessard.

Mr Wayne Lessard (Windsor-Walkerville): Good morning, Madam Chair, members of the committee. I'm the sponsor of this bill, An Act respecting the Ontario Association of Veterinary Technicians. I have with me, on my right, the president of the association, Ms Monica Tighe. Also with me, on my far left, is Steve Hood. Next to Steve is Marg Brown. On my immediate left is Melanie Lisle. They are members of the executive and members of the association.

The lead spokesperson is Ms Tighe. She is going to give you some history of the association, what it is that veterinary technicians and registered veterinary technologists do and what some of the educational requirements are that they have to meet, and also the reasons for requesting this legislation.

The Vice-Chair: Thank you very much, Mr Lessard. Ms Tighe, have you some comments?

Ms Monica Tighe: Yes, I do. Good morning. I just wanted to explain to the committee exactly what a veterinary technician does and is. These are people across the province of Ontario who, the majority of them, work in small animal practices, although they do work in large animal practices, pharmaceutical sales, humane societies, pounds.

What we basically are trained to do is work in a practice and do procedures on animals, including inducing anaesthesia, maintaining anaesthesia, exposing radiographs, taking laboratory samples, performing analyses on the samples, minor surgery, many prophylactic measures for clients, as well as dentistry, and the list goes on and on.

We are educated in four programs across Ontario. Three of them are two-year programs. One of them is a three-year program, and hence the terminology "technologists": If you graduate from a three-year program, you're a technologist. If you are a graduate from a two-year program, you're a technician. We also, though, include in this initiative self-trained individuals: on-the-job trained individuals.

This association, the Ontario Association of Veterinary Technicians, has been around for 23 years, and since that conception time in 1970, we have included all people who work in practices. In 1988, we discovered that technicians were only staying on the job for a minimum of two years. We found that we had no recognition with the public, and that was probably one of the deterrents, why people were leaving this field. By the way, this field is very expertise and very technical. This is something you have to be trained to do.

So in 1988 we discovered we were losing a lot of our members, and the membership decided to start a voluntary registration process. So in 1990 we started a voluntary registration process in June and, as of Saturday, which is our seventh examination period, we now have 710 RVTs in practice in Ontario.

The registration process is very simple for graduates of a college. They have to write an examination, which is well known across North America and is used across North America, including Canada and the US. Also, though, the on-the-job trained technicians have to go through an examination period, as well as an oral practical exam. We initiated that so that everyone is the same across the province, and we include everyone in this initiative.

So since 1990, we did have a membership of 250. We are now approximating, as of this week, 900 members; 710 of those are RVTs. So the population of our membership has increased dramatically because of this initiative.

Why we want the special legislation: There are many reasons, but the four main reasons are to promote humane medical care of all animals, which we have done since our conception, and that is our prime objective and mandate. Number two is to regulate our professional standard and maintain a high competency level. Number three is to continue to further the education of our veterinary technicians; along with the registration, there is also a mandatory CE component, which we include in our registration. The fourth one is to gain some autonomy or self-government for ourselves and our profession. That's all I have to say.

The Vice-Chair: Are there any objecting or interested parties?

Mr Mills: I'd just like to advise members of the committee that the Minister of Agriculture and Food supports this bill.

The Vice-Chair: Thank you. Mr Hansen, you had a question or comment?

Mr Hansen: If you become an RVT in your association, if there's a complaint from the public and you are dismissed from the association, can you still practice as a vet or is your name handed on farther? Would you make a recommendation that their licence to practice be taken away, or is it just out of the association?

Ms Tighe: Actually, we're not licensed; we're registered. We take that as a difference in our profession. We are always supervised by a veterinarian, so if there was a complaint from the public, it would be going to the veterinarian. We are always working under their supervision, so it would be up to them to do something about that. We also, though, have in this special legislation the ability to discipline our members. We hope we never have to do that, but there is that possibility.

Mr Hansen: I think it's most likely thoroughly researched with Mr Lessard as your legal adviser. No? Not legal adviser? Just presented it.

Mr Lessard: Just for the record, I wasn't the legal adviser on this bill.

Mr Pat Hayes (Essex-Kent): He's doing it for free.

Mr Mills: You're trying to get him into trouble.

The Vice-Chair: Are there any comments the parliamentary assistant may have from government?

Mr Hayes: We have no objections to this particular bill, and as Mr Mills has mentioned, the Minister of Agriculture and Food does not have any objections, so we would be in favour of the bill.

The Vice-Chair: Are there any questions on this side?

Mr Dave Johnson: I'm just curious. In terms of the discipline, you mentioned that there are some procedures for discipline. Could you be more specific?

Ms Tighe: Well, we haven't had to do any discipline up to this date, and we hope we never do, but in the bill it does state -- I can't remember the section.

Mr Hansen: I think it's section 10.

Ms Tighe: We do have a provision in section 10 to go to Divisional Court if it comes to that point. We also have bylaws that would of course begin the process.

Mr Dave Johnson: I must admit I haven't had a chance to get through this; I only got it yesterday afternoon. When you speak of going to court, then you would be called an association? The association would take a member to court under certain conditions? Is that what you're suggesting?

Ms Tighe: Well, probably in drastic conditions, yes.

Mr Dave Johnson: Are there any other steps of discipline in between? That sounds fairly drastic.

Ms Tighe: Yes, it does. Yes, we do have bylaws that stipulate when a member may be taken off our register and may be disciplined in some way. Taking them away from the register, though, would probably be the deterrent for anyone to do anything that would cause us to discipline.

Mr Dave Johnson: What sort of cases would discipline be involved in? Would it be inadequate care for an animal?

Ms Tighe: Yes, it may be that they are performing duties that are licensed by a veterinarian. We cannot diagnose, make a prognosis or make a therapy decision. We are basically the technical assistance to a veterinarian. So yes, the drastic step would be if they are practising veterinary medicine. Our association probably wouldn't be taking them to court; it would probably be the veterinarians' association, the College of Veterinarians of Ontario.

The Vice-Chair: Susan Klein will offer some comments in regard to the discipline.

Ms Susan Klein: In response to your questions about the discipline powers, in clause 6(2)(c) the association has the power to pass bylaws setting out "a code of ethics, rules of professional conduct and standards of practice and by providing for the suspension, expulsion or other penalty for contravention."

So the first step of discipline is that the board sets up its bylaws and then the board will have probably a discipline committee, something like that, set up to deal with complaints. The court process is a right of appeal for someone who has been disciplined to go to Divisional Court and ask a court to reassess that discipline.

Mr Dave Johnson: If somebody was expelled, what does that mean exactly? Does that mean they could no longer act in that capacity?

Ms Klein: I don't think so. It means that they're not a member of the association, but you can still practise. The right to practise is not affected; they just can't call themselves an RVT.

Ms Tighe: That's correct, exactly.

The Vice-Chair: Any other questions or comments? I've got a question for Mr Lessard. Is this a source of revenue for Mr Laughren?

Mr Lessard: I don't believe it is. It's my impression from reading the bill that this would be a self-regulating profession. Any fees they impose would go to the organization, not to the government.

The Vice-Chair: Maybe we can change that.

Mr Hansen: That's a legal opinion there.

The Vice-Chair: Shall section 1 carry? Carried. Section 2? Carried. Section 3? Carried. Section 4? Carried. Section 5? Carried. Section 6? Carried. Section 7? Carried. Section 8? Carried. Section 9? Carried. Section 10? Carried. Section 11? Carried. Section 12? Carried. Section 13? Carried. Section 14? Carried. Section 15? Carried. Section 16? Carried.

Shall the preamble carry? Carried.

Shall the bill carry? Carried.

Shall I report the bill to the House? Agreed.

I'd like to thank you all very much. As usual, Mr Lessard always does a good job. He sits beside me; that's why. It sort of rubs off. Thank you very much. Have a good day.



Consideration of Bill Pr21, An Act to revive John G. Todd Agencies Limited.

The Vice-Chair: Mr Cooper, you are the sponsor for Bill Pr21, An Act to revive John G. Todd Agencies Limited. Are you doing this solo? Mr Cooper, would you like to introduce your bill, please.

Mr Cooper: Yes. I'm here to sponsor An Act to revive John G. Todd Agencies Limited. I've been in phone conversation with their solicitor out in Alberta, and being there were no problems with the ministry or with the government on this bill, they thought it would be convenient for me just to present the thing by myself, being as it would be uneconomical for them to come down from Alberta for something that was non-controversial.

Basically what happened was that the company was dissolved as a result of an inadvertence on the part of the applicants. The applicants have, since the dissolution of the corporation, continued to carry on business in the name of the corporation and they wish to properly legitimize their actions as that of the corporation, as this truly reflects their intentions. The revival of the corporation is the only means available to provide such legitimacy to the actions of the applicants.

The Vice-Chair: Thank you, Mr Cooper. Are there any objectors to this particular bill, or interested parties? Does the parliamentary assistant have some comments?

Mr Hayes: The Ministry of Municipal Affairs has no objections to this bill, and as I see in the notes here, the Ministry of Revenue has no objections to the bill also. We're certainly supporting the bill.

The Vice-Chair: Are you ready for the vote? Shall section 1 carry? Carried. Section 2? Carried. Section 3? Carried.

Shall the preamble carry? Carried.

Shall the bill carry? Carried.

Shall I present the bill to the House? Agreed.

Thank you very much. Thank you, Mr Cooper.

Mr Cooper: On behalf of the applicants, I'd like to thank you for your time and attention.


Consideration of Bill Pr36, An Act to revive Canindo Development Limited.

The Vice-Chair: We now have Bill Pr36, An Act to revive Canindo Development Limited. Mr Marchese.

Mr Marchese: I'd like to introduce the applicant, Mr Moshe Nahum, and the solicitor, Mr Jack Copelovici. It's my pleasure to introduce Bill Pr36, An Act to revive Canindo Development Limited, and given that counsel is here, I would ask him to give some explanatory remarks.

The Vice-Chair: Would you go ahead, please.

Mr Jack Copelovici: Canindo Development was incorporated in 1976. In 1982, it was dissolved for failure of remitting corporate taxes. During the time that it was to remit corporate taxes, the person who would have known to do that was its accountant, Mr Werger. Mr Werger stole, we estimate, about $400,000 from the corporation, and Mr Nahum, who was trusting Mr Werger, did not know that corporate taxes had not been remitted.

An action was commenced against Mr Werger and also against the Toronto-Dominion Bank, which we are alleging should have known that the money was being taken improperly. The action continued by previous counsel. When I took over the file in 1991, I wanted to speed the process up, the action up. In early 1992, when I brought a motion to speed the process up, counsel for the TD Bank advised me that he had done a corporate search on Canindo and found that it had been dissolved. We did not know that Canindo had been dissolved. The person who would have known was Mr Werger, and for reasons which I am sure the committee can understand, he doesn't want to talk to us.

As a result, when we ascertained that Canindo had in fact been dissolved, we had to do investigations with corp tax, and we have remitted our corp tax.

The purpose of reviving the corporation is twofold. The first is to continue the lawsuit because we can't, in view of the fact that one of the plaintiffs, other than Mr Nahum, is dissolved. The other is that Mr Nahum wants to use Canindo as a vehicle for various business enterprises.

The major purpose, though, is to continue the litigation as against the TD Bank. I note that the TD Bank is an objector. I understand the TD Bank has filed a letter with the committee asking for an adjournment. I would have some sympathy with the adjournment, although I'm not sure, in the absence of the TD Bank, how it could object, and also if it would have told us about six years ago that Canindo was in fact dissolved, because there's no reason to check your own company to see if it's dissolved if you think you're okay.

Actually, the TD Bank has had the ability to check this out for about six years, and I'm not sure that the committee should look with favour upon a request for an adjournment for this objection so that this objection may be brought. I hesitate to speak in favour of the TD Bank, but it is my intention to proceed with this litigation as against the TD Bank as quickly as possible.

As soon as we found out that Canindo was in fact dissolved, we moved very quickly to deal with corp tax, to pay the corp tax and to get the company before this committee to be revived.

Those are the comments I have to make.

The Vice-Chair: Thank you very much. I wish to advise you that we do have a letter here from the Toronto-Dominion Bank. I believe everybody has copies of it. Are there any questions?

Mr Marchese: Madam Chair, can I just make some remarks before you go to the other members?

The Vice-Chair: Go ahead.

Mr Marchese: I don't know why the bank is not here to object, given that it would seem to me that it has many resources to do so and to be here to present objections. My suggestion would be that we proceed with this act in their absence and that they pursue their own course of action through other legal means, but before I do so I would like to ask our own counsel here to give an opinion in terms of precedence as to what we might have done in the past.


Ms Klein: I'm not sure about precedents about proceeding in the absence of an objector. The objector hasn't put his case forward to the committee. In terms of proceeding to revive a corporation in spite of the fact that an objector objects because a lawsuit will be brought, traditionally the committee, in the interests of fairness and with the concern that it wants to avoid undue hardship to either party, has in that situation said that it cannot assess the merits of the dispute in the forum of the committee.

This committee isn't structured the way a court is to assess evidence, credibility, any of the legal matters that might be between two disputing parties. The committee has certainly relied on the court's expertise and the court's ability to award costs against a plaintiff. If the lawsuit is determined by the court to be without merit or frivolous, the court can award costs against the suing party.

Usually, in weighing the fairness in terms of whether to revive or not, this committee has said: "If we don't revive the corporation because they may be suing, the result is that we've determined the lawsuit in favour of the defendant. If we do revive the corporation and allow it to proceed with its litigation, then let the legal issues be resolved in court, let the court be concerned about whether it was without merit and award costs to remedy that."

The committee also has not, I don't think, distinguished in the past between the reasons a corporation asks for revival. The committee doesn't usually look behind it with any great care: whether an applicant wants to sue or allow itself to defend itself in an action; whether the two parties are agreeable to have a lawsuit, to proceed with the lawsuit and whether they're not agreeable to proceed with the lawsuit; whether the corporation just wants to carry on business. The committee has not been assessing that kind of thing, and this could be a precedent of making a decision on the basis of disallowing somebody to pursue a lawsuit. It would be, I think, a precedent in the committee.

The Vice-Chair: Thank you for your answer. A question? We'll start here, please.

Mr Eddy: Noting that the letter from a representative of the legal department of the Toronto-Dominion Bank is dated May 28, 1992, and requesting when representations will be made to the committee regarding this application to revive, my question is: Was there a reply sent to the writer of this particular letter? Was due notice given of this hearing today, due notice being at least seven days or whatever the legal requirement is? I'd like to know that, and if letters of response did go, was there a response then from the bank stating that it couldn't be here and giving valid reasons for not being here?

Clerk of the Committee (Ms Donna Pajeska): Yes. I've been in touch with Colin Taylor and we did call him at least a week ago to give him notice. We explained that because of the many parties involved in scheduling, a week is the norm. About a year ago when we received that letter, we invited written submissions, and at that time we did not receive any.

The Vice-Chair: Thank you. Go ahead.

Mr Dave Johnson: I don't know how this works exactly, but does it violate any legal or clerical procedures to have this come up at the next meeting of the committee and allow the bank a second opportunity to come?

Clerk of the Committee: It's the wish of the committee. If the majority of the committee wishes to adjourn this or deal with it today, that is their decision to make.

Mr Dave Johnson: No precedent, looking at the legal counsellors? Any problem with that?

Ms Klein: I'm not aware. I don't know.

Mr Dave Johnson: I understand your reasoning and that would seem to make good sense, but at the same time, I'm sure we want to hear all parties just in case.

Ms Klein: I don't know if it's a legal issue. It's a political committee. If you want to make the decision to proceed in the absence of hearing the other side, you can. On the other hand, if you want to hear the other side, you can adjourn.

Mr Dave Johnson: And the history of this committee is such that it would listen in situations like this. If somebody asked for an adjournment, would they put it off for one meeting type of thing to listen or to give the opportunity to come?

Clerk of the Committee: Certainly, once again, that's the decision of the committee. Now, there have been applications in the past where decisions have been made without objectors present, so this certainly wouldn't be a precedent if they decided to deal with it today.

Mr Dave Johnson: Then I gather that for the lawsuit to proceed by the applicant, this must be revived. I'm sort of taking that for granted, I guess.

Ms Klein: That's my understanding. Maybe counsel for the applicant can answer that as well.

Mr Copelovici: I think I should point out two things. The first is that in the original application in court to strike out our action because Canindo did not exist, there is a clause in the court order which does not take away any of the Toronto-Dominion Bank's rights to plead that it has been prejudiced by virtue of the fact that Canindo was dissolved and then again revived. As a result, they have that guarantee.

Secondly, the legislation which allows corporations to be revived does not take away any of the rights which parties may have obtained by virtue of the fact that a corporation was dissolved and then revived. So, in other words, the TD Bank, in my reading of the legislation as well as the court order, does not lose any of the rights that it had by virtue of the fact that there was a dissolution of Canindo and a revival of Canindo.

Mr Dave Johnson: I guess my question, though, was, how does this detract from your lawsuit if you're not revived?

Mr Copelovici: The major plaintiff -- the party that owed the money, the party that had the money, was the owner of the money -- will not have its right to continue with the action. This money was in a Canindo bank account in the TD Bank and it is our allegation that the TD Bank was negligent in allowing the money to go out.

I could go through quite a bit of evidence with you but I don't think we have to do that today.

Mr Dave Johnson: No.

Mr Copelovici: But if we don't have this company revived, we're out somewhere between $400,000 and $600,000.

Mr Dave Johnson: How active is this lawsuit at this point in time -- if this was delayed till the next meeting of this committee, which I don't know when that will be.

Mr Copelovici: If we are successful in obtaining a revival, within a week Mr Taylor will have a motion on his desk for an early pre-trial of this action and the trial should take place by November of this year. Within one week he will have it.

Mr Dave Johnson: Right, and if this was held over until the next committee, I presume he would have it a week after that, again if it was revived at that point.

Mr Copelovici: I expect he could, but he's protected. He argued this matter with respect to his prejudice in court, and an agreement was reached between Mr Taylor and myself as to the wording of the order so the TD Bank can bring its arguments in court. What it would argue is that somehow the cause of action was extinguished by virtue of the Limitations Act. He will bring that argument up in court. I feel fairly confident we will be able to take care of that argument in court, and it is the judge, in my submission, who should make that determination.

Other than that, the question of whether Canindo should be revived, in my submission, is a political question in front of this committee and not something that an objector who is looking at a lawsuit should really be able to impede.

The Vice-Chair: Do you have any more questions? Okay. Thank you.


The Vice-Chair: Mr Hansen.

Mr Hansen: I had my hand up first there and I wondered why I was last there.

The Vice-Chair: I know you did.

Mr Hansen: Okay. The one thing, and I haven't really seen it here, is that there are no moneys owed by this corporation to the province of Ontario. They paid all their taxes. I think that's one thing that we have to take a look at here.

It is not our concern, as a committee, of the outside events on that particular objector. Mr Johnson, through the Chair, this objector, if we put it off until we meet again, possibly the Toronto-Dominion will not be here. What decision does the committee make at that time? Because I can see that they've sent the letter in as an objection but I don't think it's an objection that this committee should be taking a look at. This is a legal objection. But in the province of Ontario, which we represent, I don't see, by listening to legal counsel, that we should be involved with the litigation of this particular bill.

The Vice-Chair: Thank you, Mr Hansen. Mr Perruzza.

Mr Perruzza: In just speaking to this very quickly, I understand this letter of objection here, and the TD Bank doesn't have anybody here today. But I don't understand how it would change the dynamic, there being somebody here from the TD Bank in terms of our allowing this to proceed.

I guess my other query is that this meeting is scheduled for 10 o'clock and we don't provide specific times when specific issues are going to be raised and dealt with here at the committee. Now I can understand if the TD Bank, having been given sufficient notice and if its principals and the people who are essentially dealing with this action couldn't be here today, it could send representatives on its behalf to just simply appear before the committee and ask that an adjournment be, you know -- and raise the issues with the committee.

Seeing nobody here in the audience who has come forward and suggested that they're here on behalf of the TD Bank and seeing that we're -- if somebody were on their way and they're late and they're scrambling through downtown traffic to get here -- seeing as how we advertise the committee meeting to begin at 10 o'clock and not notifying anybody that we would actually be dealing with this item one hour later, and an hour having passed and nobody having walked through the door and stated that they're here representing the TD Bank, I think what we should simply do, given that we have a lot on our plate in the upcoming meetings in terms of bills to deal with, is simply proceed and allow the door open for the TD Bank. If they would like to forward written comments at a later date, they're welcome to do so, because obviously this bill isn't going to be reported in the House and be given royal assent for quite some time to come, so they'll still have an opportunity to be able to do that.

Interjection: This afternoon.

Mr Perruzza: Oh, this afternoon. Oh, that's even quicker.

The Vice-Chair: May I remind you, if it goes through today it'll be reported this afternoon.

Mr Perruzza: Oh, that's very good. In fact that would be an ideal thing.

Mr Hansen: Well, they still have time.

Mr Perruzza: Yes, absolutely. I guess I'm not going to move a formal motion, but I'm going to be supporting that we proceed with it today.

The Vice-Chair: Thank you, Mr Perruzza. Do you have anything to report, Mr Hayes?

Mr Hayes: I guess there was one concern and that was with the Ministry of Consumer and Commercial Relations and the corporations tax branch of the Ministry of Revenue. But I understand from a letter here that they have no objections to this, and I'd have to kind of go along with Mr Perruzza that the Toronto-Dominion Bank could have had someone here today if they chose to. We have no objections.

The Vice-Chair: Thank you. Mr Marchese, you wish to make some remarks?

Mr Marchese: Just quickly. The bank, it seemed to me from the comments that the clerk had made, had plenty of opportunities to make a submission or to come and clearly refused to do that. In light of that we should just proceed.

The Vice-Chair: Thank you. Are there any more questions or comments? Shall we vote on this bill?

Shall section 1 carry? Carried.

Shall section 2 carry? Carried.

Shall section 3 carry? Carried.

Shall the preamble carry? Carried.

Shall the bill carry? Carried.

Shall I present the bill to the House? Agreed.

Thank you all very much. This now completes our business for today. The meeting shall be adjourned. You'll be notified for the next meeting.

The committee adjourned at 1053.