Term
| Prolife United Industries Ltd. v. Coopers & Lybrand |
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Definition
| Transfers of assets to delay, hinder, or defraud, a potential judgement for a creditor is considered fraudulent under the Statute of Elizabeth. Courts need to determine whether the value of the transaction is significant, and whether the parties to the transaction were related. |
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Term
| Standard Trustco Ltd. (trustees of) v. Standard Trustco Ltd. |
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Definition
| This case shows that whether or not a transaction is reviewed under the BIA is up to the courts discretion. The courts look at the market value of the transaction and the relationship between parties to determine whether the transaction should be reviewed. |
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Term
| Peoples Department Stores Inc. (trustees of) v. Wise |
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Definition
| This case covers the relationship between parties of a transaction and market value in determining fraudulent conveyance. It was shown that even though a transaction may be far below market value, the transaction may not be considered frudulent as the courts must consider all relevant costs and the fiduciary duty/relationship between all parties. |
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Term
| Re Lehndorff General Partners Ltd. |
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Definition
| The purpose of the BIA/CCAA is to create an environment that allows the debtor to get back onto its feet if it is in the benefit of all parties involved. Sometimes it makes sense to restucture instead of breaking up a company and redistributing its assets, as the company as a whole is worth more than the sum of its individual parts. |
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Term
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Definition
| The courts determined that the CCAA should be viewed as a remedial measure, not a preventative measure. That is to say that the CCAA should be implemented when it is reasonably forseeable that a company will become bankrupt, not after a company is bankrupt and in the "death spiral". The CCAA allows the company to continue growth during the stay of proceedings, which benefits all creditors. |
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Term
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Definition
| This case shows that a license can be considered property under the PPSA if the license represents rights in property or rights to future economic benefit (cashflows). |
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Term
| Commercial Credit Corp. Ltd. v. Harry Shields Ltd. |
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Definition
| A landlords lien is non-consentual, and takes priority over interest registered under the PPSA. The PPSA does not apply to non-consentual agreements. |
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Term
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Definition
| Lnad is not covered by the PPSA, and interests in land are given priority to interests registered under the PPSA. In this case, the assignment of a mortgage to a creditor was interpreted as a mortgage of a mortgage, and was thus considered interest in land and given priority in collateral. |
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Term
| 356447 British Columbia Ltd. v. CIBC |
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Definition
| It is the substance of the agreement that matters, not the actual wording. In this case, a security agreement had been created but not registered. The courts found that although not registered, the intent was to create a security agreement and the agreement was still enforceable. |
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Term
| Atlas Industries v. Federal Business Development Bank: S.K.T.N. Farm and Truck Equipment Ltd. (Debtor) |
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Definition
| Agreements must be consentual, within the intentions of both parties, and entered into by an individual with the capacity to enter into such an agreement. Writing is important to create evidence of an agreement, because if there is not enough evidence of the intention to create an agreement it may be held void. |
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Term
| Kinetics Technology v. Fourth National Bank of Tulsa |
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Definition
| This case shows the importance of registration, as it gives the registered interest priority over unsecured interests. |
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Term
| R. v. Canadian Imperial Bank of Commerce |
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Definition
| "No one gives what they do not have". Proceeds achieved through crime cannot be used as collateral as the debtor does not have rights to the property, or the power to transfer their rights, as he himself has no rights to the property. |
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Term
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Definition
| Possession to create perfection can be attained by physically possessing property or making it unoperable. If a creditor allows a debtor to continue using property, a debtor has physical possession of the property, or the creditor makes it appear as though the debtor still has rights in the property, the creditor may not be considered to have possession and perfection. |
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Term
| Sperry Inc. v. Canadian Imperial Bank of Commerce |
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Definition
| Possession cannot be taken by a creditor if the creditor is also in receivership; the creditor is acting as both the debtor and creditor. This would lead to bias and a conflict of interest. |
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Term
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Definition
| Mistakes in registration are only able to render the registration void if they are material. To determine materiality, the courts use a reasonable person test. "Would a reasonable perosn be able to find the registration through a search if this mistake existed?" |
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Term
| The Robert Simpson Company Ltd. v. Shadlock & Duggan |
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Definition
| This case highlights the subordination of unperfected interest to perfected interest, and the PPSAs scope above prior special priority rules, current common law, and equitable rules. |
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Term
| Royal Bank of Canada v. General Motors |
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Definition
| A-B-C rules and the transfer of priority. The party receiveing higher priority has rights to collateral up to the amount owed to them, or up to the amount of the party which subordinated their rights to them, whichever comes first. The remaining proceeds, if any, are distributed according to the remaining priority listings. |
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Term
| Agricultural Credit Corp. of Saskatchewan v. Pettyjohn |
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Definition
| To create a PMSI, the creditor must supply the debtor with value that is to be used by the debtor to acquire more rights or assets, and the funds must be used to acquire said rights or assets. PMSI is given special priority, and proceeds can be traced up to the amount of the original collateral value. |
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Term
| Unisource Canada Inc. v. Laurentian Bank of Canada |
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Definition
| It is the substance of the agreement, not what you call it, that matters. Whether an interest forms a PMSI or not is up to the courts discretion. |
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Term
| Clark Equipment of Canada Ltd. v. Bank of Montreal |
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Definition
| descriptions of collateral need not be very descriptive, just descriptive enough to identify the collateral. If a PMSI can be traced in proceeds it is still enforceable up to the amount of the original collateral. |
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Term
| Royal Bank of Canada v. 216200 Alberta Ltd. |
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Definition
| This case outlines the requirements that must be met for s. 30(2) of the PPSA to apply to transactions. The sale must be in the ordinary course of business, and the debtor must have rights in the goods or the power to transfer rights for a buyers rights to be given priority over secured parties. The relationship between the buyer and seller must amount to a sale as defined by the PPSA, and the sale must be in the ordinary course of business. |
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Term
| Flintoft v. Royal Bank of Canada |
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Definition
| There is a right to follow proceeds if collateral is sold, or otherwise disposed of. |
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Term
| Agricultural Credit Corp. of Saskatchewan v. Pettyjohn |
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Definition
| This case draws the connection between the proprietary rules of tracing under common law and equity, and the rules of the PPSA governing the extension of a security interest in collateral to proceeds of that collateral. |
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Term
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Definition
| Although the secured party usually gains priority over those with unsecured interests, if they cannot trace proceeds they may not be given priority. |
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