PART 17Liquidation and Dissolution (continued)
Marginal note:Unknown claimants
327 (1) On the dissolution of a cooperative under this Act, the portion of the property to be distributed to a creditor, member or shareholder who cannot be found must be converted into money and paid to the Receiver General.
Marginal note:Deemed satisfaction
(2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor, member or shareholder.
(3) If at any time a person establishes their entitlement to any money paid to the Receiver General under this Act, the Receiver General must pay the person an equivalent amount out of the Consolidated Revenue Fund.
Marginal note:Vesting in Crown
328 (1) Subject to subsection 326(2) and section 327, property of a cooperative that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada.
Marginal note:Return of property on revival
(2) If a cooperative is revived as a cooperative under section 308, any property, other than money, that vested in Her Majesty under subsection (1) and that has not been disposed of must be returned to the cooperative, and there must be paid to the cooperative out of the Consolidated Revenue Fund
(a) an amount equal to any money received by Her Majesty under subsection (1); and
(b) if property other than money vested in Her Majesty under subsection (1) and the property has been disposed of, an amount equal to the lesser of
(i) the value of the property at the date it vested in Her Majesty, and
(ii) the amount realized by Her Majesty from the disposition of the property.
(3) [Repealed, 2001, c. 14, s. 216]
- 1998, c. 1, s. 328
- 2001, c. 14, s. 216
329 (1) Any interested person may apply, without notice or on any notice that the court may require, to a court having jurisdiction in the place where the cooperative has its registered office for an order directing an investigation to be made of the cooperative and any of its affiliates.
(2) The court may order an investigation to be made of the cooperative and any of its affiliates if, on an application under subsection (1), it appears to the court that the application is neither frivolous nor vexatious and that
(a) the cooperative is not organized, operated or carrying on business on a cooperative basis;
(b) the business or the affairs of the cooperative are not being carried out or conducted in accordance with
(i) the restrictions contained in its articles,
(ii) its by-laws,
(iii) a unanimous agreement, or
(iv) this Act;
(c) the business of the cooperative or any of its affiliates is or has been carried on with intent to defraud a person;
(d) the business or affairs of the cooperative or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, a member or a security holder;
(e) the cooperative or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or
(f) persons concerned with the formation, business or affairs of the cooperative or any of its affiliates have, in connection with the formation, business or affairs of the cooperative, acted fraudulently or dishonestly.
Marginal note:No security for costs
(3) An applicant under this section is not required to give security for costs.
- 1998, c. 1, s. 329
- 2001, c. 14, s. 217(F)
Marginal note:Powers of court
330 (1) In connection with an investigation under this Part, the court may make any order it thinks fit, including an order
(a) to investigate;
(b) appointing an inspector, who may be the Director, and fixing their remuneration, or replacing an inspector;
(c) determining the notice to be given to any interested person, or dispensing with notice to any person;
(d) authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information and to examine any thing and make copies of any document found on the premises;
(e) requiring any person to produce documents to an inspector;
(f) authorizing an inspector to conduct a hearing, administer oaths and examine any person on oath, and setting out rules for the conduct of hearings;
(g) requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;
(h) giving directions to an inspector or any other interested person on any matter arising in the investigation;
(i) requiring an inspector to make an interim or final report to the court;
(j) determining whether a report of an inspector should be published and, if so, ordering its publication in whole or in part or that copies of it be sent to any person the court designates;
(k) requiring an inspector to discontinue the investigation;
(l) if the cooperative is incorporated with membership capital, requiring the cooperative to be continued under the Canada Business Corporations Act, or if it is incorporated without membership capital, requiring it to be dissolved;
(m) determining any matter that relates to the relationship between a member and the cooperative; and
(n) requiring the cooperative to pay the costs of the investigation.
Marginal note:Copy of report
(2) An inspector must send the Director a copy of every report made by the inspector under this Part.
Marginal note:Powers of inspector
331 (1) An inspector appointed under this Part has the powers set out in the order appointing the inspector.
Marginal note:Exchange of information
(2) In addition to the powers set out in the order appointing an inspector, the inspector may provide information to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who
(a) is authorized to exercise investigatory powers; and
(b) is investigating, in respect of the cooperative, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 329(2).
Marginal note:Court order
(3) An inspector must, on the request of an interested person, produce a copy of any order made under subsection 330(1).
Marginal note:Hearing in private
332 (1) Any interested person may apply to the court for an order that a hearing under this Part be heard in private and for directions on any matter arising in the investigation.
Marginal note:Right to counsel
(2) A person whose conduct is being investigated or who is being examined at a hearing conducted under this Part has the right to be represented by counsel.
Marginal note:Incriminating statements
333 No person is excused from attending and giving evidence and producing documents to an inspector under this Part by reason only that the evidence tends to incriminate the person or subject the person to a proceeding or penalty, but no such evidence may be used or is receivable against the person in any later proceeding instituted under an Act of Parliament, other than a prosecution for perjury in giving the evidence or a prosecution under section 132 or 136 of the Criminal Code in respect of the evidence.
Marginal note:Absolute privilege — defamation
334 Any oral or written statement or report made by an inspector or other person in an investigation under this Part has absolute privilege.
Marginal note:Membership shares included
335 (1) For the purposes of this section, a security includes a membership share or an interest or right in one.
Marginal note:Information respecting ownership and control
(2) If the Director is satisfied that, for the purposes of Part 9 or 10 or for the purposes of enforcing any regulation made under section 130, there is reason to inquire into the ownership or control of a security of a cooperative or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to the Director or to any designated person,
(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
(b) the names and addresses of the persons who have or have had such an interest or right and of any person who acts or has acted in relation to the security on behalf of such persons.
Marginal note:Deemed interest or right in securities
(3) For the purposes of subsection (2), a person is deemed to hold an interest or right in a security if
(a) in the case of a membership share, the person is or is entitled to be entered in the records of the cooperative as the owner of the membership share; and
(b) in the case of an investment share,
(i) the person has a right to vote or to acquire or dispose of the investment share or an interest or right in it,
(ii) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the investment share, or
(iii) any other person with an interest or right in the investment share can be required or is accustomed to exercise rights or privileges attached to it in accordance with that person’s instructions.
(4) The Director must publish, in a publication generally available to the public, the particulars of information obtained under this section if the particulars
(a) are required by this Act or the regulations to be disclosed; and
(b) have not previously been so disclosed.
- 1998, c. 1, s. 335
- 2011, c. 21, s. 112
- 2018, c. 8, s. 84(F)
Marginal note:Solicitor-client privilege or professional secrecy
336 Nothing in this Part may be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
- 1998, c. 1, s. 336
- 2011, c. 21, s. 113(E)
337 The Director may make inquiries of any person relating to compliance with this Act.
PART 18.1Apportioning Award of Damages
Interpretation and Application
337.1 The definitions in this section apply in this Part.
- financial interest
financial interest, with respect to a cooperative, includes
(a) a security;
(b) a title to or an interest in capital, assets, property, profits, earnings or royalties;
(c) an option or other interest in, or a subscription to, a security;
(d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;
(e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the cooperative;
(f) a profit-sharing agreement or certificate;
(g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty;
(h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province;
(i) an investment contract; and
(j) anything that is prescribed to be a financial interest. (intérêt financier)
- financial loss
financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a cooperative that is required under this Act or the regulations. (perte financière)
- third party
third party includes any subsequent party that is joined in proceedings before a court. (Version anglaise seulement)
- 2001, c. 14, s. 218
Marginal note:Application of Part
337.2 (1) This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss.
Marginal note:Non-application of Part
(2) This Part does not apply to an award of damages to any of the following plaintiffs:
(a) Her Majesty in right of Canada or of a province;
(b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments;
(c) a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act; or
(d) an unsecured creditor in respect of goods or services that the creditor provided to a cooperative.
- 2001, c. 14, s. 218
Apportionment of Damages
Marginal note:Degree of responsibility
337.3 (1) Subject to this section and sections 337.4 to 337.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss.
Marginal note:Uncollectable amounts
(2) If any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable.
(3) The amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the degree of responsibility of that defendant or third party for the total financial loss.
Marginal note:Maximum amount
(4) The maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party.
- 2001, c. 14, s. 218
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