Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2013-05-20 and last amended on 2011-11-29. Previous Versions

Purchase

Marginal note:Title of purchaser

  • 60. (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.

  • Marginal note:Title of bona fide purchaser

    (2) A bona fide purchaser, in addition to acquiring the rights of a purchaser, also acquires the security free from any adverse claim.

  • Marginal note:Limitation of the purchase

    (3) A purchaser acquires rights only to the extent of the interest or right purchased.

  • R.S., 1985, c. C-44, s. 60;
  • 2001, c. 14, s. 135(E);
  • 2011, c. 21, s. 33(E).
Previous Version
Marginal note:Deemed notice of adverse claim

  • 61. (1) A purchaser of a security, or any broker for a seller or purchaser, is deemed to have notice of an adverse claim if

    • (a) the security, whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

    • (b) the security is in bearer form and has on it a statement that it is the property of a person other than the transferor, except that the mere writing of a name on a security is not such a statement.

  • Marginal note:Notice of fiduciary duty

    (2) Notwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty, the purchaser or broker is deemed to have notice of an adverse claim.

  • R.S., 1985, c. C-44, s. 61;
  • 2001, c. 14, s. 135(E).
Marginal note:Staleness as notice of adverse claim

62. An event that creates a right to immediate performance of the principal obligation evidenced by a security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange is not of itself notice of an adverse claim, except in the case of a purchase

  • (a) after one year from any date set for such presentation or surrender for redemption or exchange; or

  • (b) after six months from any date set for payment of money against presentation or surrender of the security if funds are available for payment on that date.

  • 1974-75-76, c. 33, s. 58;
  • 1978-79, c. 9, s. 1(F).