STANDING COMMITTEE ON REGULATIONS AND PRIVATE BILLS
COMITÉ PERMANENT DES RÈGLEMENTS ET DES PROJETS DE LOI D’INTÉRÊT PRIVÉ
Wednesday 4 November 2009 Mercredi 4 novembre 2009
The Chair (Mr. Michael Prue): It’s now 9 o’clock. I call the meeting to order. We have five bills today, ladies and gentlemen, so we’re going to go through them in fairly rapid succession in order to get them all done.
The Chair (Mr. Michael Prue): The very first bill is Bill Pr15, An Act to revive Allaura Investments Limited. Its sponsor is Mr. Klees and the applicant is Irving Burton, parliamentary agent for the applicant. If they could both come forward and take a seat at the front.
This goes back to May 2008, when I first met with Mr. Cadieux and Mr. Burton. They brought to my attention the fact that Allaura Investments Ltd., the corporation, was dissolved under the Business Corporations Act. It was dissolved on January 31, 1983. Unfortunately, that happened without the knowledge of either Mr. Cadieux or Mr. Burton, who is the accountant for the company. The company continued to carry on business, not being aware of the dissolution, and filed all of its required documentation year after year—all of the financial statements, tax returns and so on.
Mr. Mario Sergio: Yes, indeed, there are. I want to recognize the hard work that the member from Newmarket–Aurora has put in in bringing this bill to the attention of the committee and reviving the corporation. I believe that he must feel very strongly about it and it must be very important to his constituents. Putting all of that together and considering the amount of work that he went to coming here this morning, the ministries have no concern with the bill. Therefore, I would move approval.
Mr. Paul Miller: I have no opposition to it, however I once again will express my frustration at the lack of communication between lawyers, accountants and the government. They have obviously missed a lesson at school or the government has missed the boat, because they should be informed about these things. We see them come here for 10 years sometimes and they aren’t aware, or the accountant—it’s not the fault of the applicant; it’s the fault of the people they hire to do their business and it’s also the fault of a lack of communication between the government, the lawyers and the accountants. I constantly see this, and I really haven’t seen any action taken to rectify this situation so that these people aren’t put out and have to go through all this aggravation to come to Toronto. I hope somebody’s going to move on this, because it goes on and on with no solutions.
Mr. Mike Colle: Zhuo Ling Huang has applied for special legislation to revive 1516495 Ontario Inc. The applicant represents that he was the director and sole shareholder of the corporation when it was dissolved. The corporation was dissolved under the Business Corporations Act on December 7, 2005, pursuant to articles of dissolution. The applicant represents that the dissolution was inadvertent and that business has been carried on in the name of the corporation despite the dissolution. It is appropriate to grant the application, therefore—anyway, that’s basically it. It was an inadvertent situation that is no fault of the company or the applicant. I’m here on behalf of David Ramsay from Timiskaming to bring this bill forward.
The Chair (Mr. Michael Prue): No? Okay, that’s easy. Then are there any interested parties in the room? Anyone else who wishes to speak to this bill? Anyone else wish to speak? Seeing no one, parliamentary assistant, any comments?
Mr. Mario Sergio: This is a similar bill to others that we have seen in the past and I’m sure that it’s not going to be the last time, until something is done with the similarity of the request. Ministries that have shown an interest in the bill, they have no problem with the bill. Again, I would like to commend the members for Timiskaming–Cochrane and Eglinton–Lawrence for bringing this to our attention and in aiding the applicant to come to the committee. So, having no problem with respect to the content of the bill, I’ll move approval.
Mr. Paul Miller: I just have a question. Are there going to be any infringements here? Because Mandarin is a well-known restaurant in the Hamilton area; there’s a few of them. So is that a name infringement there?
The Chair (Mr. Michael Prue): And I’m sure the food’s good at New Mandarin as well. Any other questions? Seeing none, are the members ready to vote? This is on Bill Pr18, An Act to revive 1516495 Ontario Inc.
Cen-Tower Investments was formed in 1959. At that time, the corporation was in need of additional property. They bought that. It was owned by the employees. At a later date, the engineering company moved to Sarnia and they sold the building with some of the land, but they retained approximately 1.62 acres in the 1980s. This land was sold to 479635 Ontario Ltd. in 2006 for the assessed value of $24,000, and Cen-Tower was then involuntarily dissolved.
“The corporation was dissolved under the Business Corporations Act on February 12, 2007, pursuant to articles of dissolution” at that time. “The applicant would like to revive the corporation in order to deal with certain property that was held in the corporation’s name at the time of the dissolution.
I would like to recognize the efforts of the member from Sarnia. He has travelled all the way from Sarnia to be here and represent his constituent, and I think we have to recognize the work that he has put into bringing the bill to the attention of the members.
The Chair (Mr. Michael Prue): Okay. This is consideration of Bill Pr27, An Act to revive Brismair Property Management Inc. The sponsor is Ms. DiNovo, and the applicant is Gregory Holder, parliamentary agent for the applicant.
This is the preamble to the bill: “Neilda Mair and Lynval Mair have applied for special legislation to revive Brismair Property Management Inc. The applicants represent that when the corporation was dissolved, they were shareholders of the corporation and Neilda Mair was the sole director and officer of the corporation. The corporation was dissolved under the Business Corporations Act on November 16, 2007, pursuant to articles of dissolution. The applicants would like to revive the corporation in order to deal with certain property that was held in the corporation’s name at the time of the dissolution.”
Mr. Gregory Holder: Yes. One year after the corporation ceased carrying on active business, the applicants made an application to the Minister of Finance, and the corporation was dissolved on November 2, 2007. But the applicants declare that, being the owners of property that was in the corporation, they were not aware that the assets had to be distributed before dissolution. They subsequently went to deal with the assets, and the lawyer told them that they weren’t able to and the corporation would have to be revived. It’s necessary to have the corporation revived in order to permit them to do the distribution of the assets.
Mr. Mario Sergio: The application was well circulated to the various ministerial agencies and they have no concern. We are pleased to see that the applicant has complied with the request to file the corporation return.
I’d like to mention the involvement, participation and work of the member for Parkdale–High Park in assisting the applicant in bringing this to the attention of the committee. We have no problem with the bill, and we concur with the intent of the bill.
Once again I’ll reiterate, you had to go to the lawyer again. Why didn’t the lawyer tell them before that they couldn’t sell the property when they went through all the process? Then the lawyer tells them after they go see him for the second time, “Oh, by the way, you can’t sell that.” I’m beginning to wonder. This is quite a scam.
Mr. Tony Ruprecht: I wanted to address myself to the first point that Mr. Miller made and ask a question as well, and that is, aside from being on this committee—it is, of all the standing committees of the Legislature, the best committee to be on because as you can see, Mr. Miller, right here is great co-operation. That’s why we move ahead quickly.
Aside from that, Mr. Miller actually makes a good point at the beginning of this meeting, and that is that when the NDP was in power, not much happened. When the Conservatives came in, they established what was called the “reducing the red tape commission”—whatever the title was; you remember that, Mr. Chair, as well, because you were here sitting on another committee at that time. I remember Mr. Murdoch being intimately involved with the reduction-of-the-red-tape committee. Perhaps he’s got a statement to make as well, but Mr. Miller’s point is a good one because it’s repeating itself over and over again on this committee for years, in fact for decades, and that is why we are asking people to come here. There may be a better way to do this without having the expense of meeting on these specific items and the expense of having people coming—transportation—and wasting their time.
So, Mr. Chair, I guess the question is up to you now, and that is, even though I can’t make a formal motion at this time, I would like very much for you to look into this as well to see whether we can accommodate Mr. Miller’s request.
The Chair (Mr. Michael Prue): I should say the committee has put this request forward during this session of Parliament. We have put forward if the government can look at ways of expediting a great many of the bills that we have before us. We have not had a response, but you have engendered some debate now.
Mr. Bill Murdoch: I’m not going to say a whole lot, but this is human nature, what happens, and this is the way the world works. That’s why we’re here to make it move as fast as we can. Sometimes some businesses get dissolved, and I think we’re just lucky that we have this process where we’re able to do it and to get all three parties working together.
As Mr. Ruprecht said, this is probably the best committee to be on because we do get along here a lot better than in some of the other committees, so it would just make things work much faster. There are going to be people who make mistakes and we’re here to correct them.
Mr. Kim Craitor: On a serious note: Paul is right. I know we’ve posed this question about looking into this, but you made a really good point. When there’s an application to dissolve a company—I’m curious now, sitting here and thinking about it—is there nothing that requires a lawyer or the process, however it works to dissolve it, to indicate the repercussions if you dissolve it—“If you do this, you cannot do certain things once you dissolve it”—so that people are fully aware that when they make that decision to dissolve it, as you said, Mr. Miller, they’re going to lose some opportunities to do some things, that if they have to share assets or move things forward, they’re going to lose all of that? Whenever it’s appropriate, I’d like to know if that is part of the process.
Mr. Mike Colle: I just want to reaffirm what Mr. Murdoch has said, that thankfully this committee exists, because there is no recourse for people in many decisions made by governments and many decisions made on their behalf by lawyers—the complexity. Thousands of these undertakings go through on a daily basis in this province. It’s amazing that we do so few.
I think, for the people of Ontario, it’s just like the committee of adjustment that takes place in all of our municipalities and the incredible work that they do. If you left everything to counsel and so forth, the cost of it to the ordinary taxpayer would be astronomical. Talk about lawyers’ fees.
Anyway, let’s not forget that we need more committees like this that deal with the daily human mistakes that are made in government. I just think we should not forget that, and I think Mr. Murdoch made that very clear. He reminded me of that very important point.
Mr. Paul Miller: I have no problem with the statements of Mr. Colle and Mr. Murdoch. However, we don’t need to justify our existence. We can also streamline and make things work better. We don’t have to do the same old thing as we always did. I don’t see any reason why we can’t make things better.
The Chair (Mr. Michael Prue): All right. I don’t want to delay this process, because I can see that they’re on tenterhooks down there. But we can do this under other business. If you want to reaffirm what we requested before of the government, we can do that with a motion at the end, okay?
The Chair (Mr. Michael Prue): The last bill before us today is Bill Pr28, An Act to revive 1105481 Ontario Inc. This will be Mr. Balkissoon, stepping in for Mr. Kular, and Dean Saul, legal counsel with Benjamin Westelman: I guess Benjamin Westelman is the title. Mr. Balkissoon.
Mr. Bas Balkissoon: I’m happy to be here on behalf of my colleague Kuldip Kular. With me is Benjamin Westelman, the legal counsel for the company 1105481. An application was made to revive the company.
As you can see in the notes that you received, the applicant would like to revive the corporation because there are certain properties that have to be dealt with by the corporation that was dissolved back on May 27, 2004.
I compliment the members again for assisting the applicant in bringing the bill to our attention. I want to compliment, as well, MPP Balkissoon for aiding another member who cannot be present and assisting the applicant with the bill. I move approval of the bill, Mr. Chair.
The Chair (Mr. Michael Prue): Now, there was some discussion during the bills. Would the clerk have a copy of that motion we made? I think it would be more appropriate if we leave it till the next meeting if that’s agreeable to everyone. We should get a copy of what we—oh, wait a minute, maybe we have it. There we have it.
On Wednesday, April 23, 2008, a letter under my signature was sent to the Honourable Ted McMeekin, Minister of Government and Consumer Services. I can read it into the record if you want, and then we can say whether we want to change any part of it. It says:
“As you know, the Standing Committee on Regulations and Private Bills is the committee to which all private bills are referred. Since the beginning of the current parliamentary session, the committee has considered several applications for private legislation seeking a corporate revival.
“On March 26, the committee requested information on the kinds of corporate dissolutions that need to be revived by private legislation. The committee’s subsequent meeting on April 9 was attended by Mr. Allen Doppelt, your ministry’s senior counsel, who answered the members’ questions about corporate revivals under the Business Corporations Act and the Corporations Act by private act versus by an administrative process.
“Following the discussions on the matter, the committee adopted a motion to recommend, ‘that the minister review the present state of notices of revival coming before (the) committee to determine whether or not they should be dealt with administratively.’
That was on April 23. I do not believe the committee has ever received a response. I would ask the parliamentary assistant to endeavour to get a response, but in the meantime, is there anything else we wish to add to what we said a year and a half ago? Mr. Balkissoon.
Mr. Bas Balkissoon: I would say, based on the person who was here from government services, most of the applications we dealt with today would still end up here, based on the explanation that was given to us that Parliament has to revive certain ones. There were some that Mr. Martiniuk from the Conservative Party clearly identified when we had that meeting as to what can be done by ministry staff. Seeing that we now have a new minister, I think it would be appropriate to request that you forward your letter again with a request for an update or a status as to where it is.
Mr. Mario Sergio: Mr. Chair, I would agree that the request should come from the Chair on behalf of all the members of the committee, so I will support the motion. Not only do we have a new minister, but I think the request has been there for some time, and the new minister may answer accordingly. I think it’s quite appropriate if the direction would follow from you as the Chair of the committee.
Mr. Tony Ruprecht: Your comments helped me to change my original thought of moving a motion, and that is that your recommendation indicated that one good way would be for the parliamentary assistant to talk to Mr. McMeekin without having a formal motion followed by this committee. Therefore, I’m going to vote against this motion and follow your advice that there should be a follow-up through the parliamentary assistant.
Mr. Paul Miller: In the motion, I think the whole basis for the original concept was to better the system to get information about why lawyers and why accountants aren’t informed of the rules or why they aren’t up to date, because a lot of them are not necessarily up to date on the reissuing of permits for the corporations. I think it’s a lack of communication, and that was my concern. I don’t really see that in the motion. It was the communication of the government rules to the lawyers and to the accountants of the province so that we can streamline the system.
You can read it again, but I didn’t really see that in there. They’re just stating what this committee does, what it’s done in the past, why it’s in existence and why we need it, but that wasn’t the whole intent of what I was after. I don’t see any of that in there. What do we do about that?
Mr. Paul Miller: I understand that, but in the letter there’s no content. The real thing I’m after is not in there, so reissuing the same letter without the content that I was really after is useless.
Mr. Paul Miller: I would like an explanation from the ministry of why the lawyers and accountants in the province aren’t up to date. It’s going to save clients a lot of money, it’s going to save a lot of aggravation for people if they know the rules offhand.
Mr. Paul Miller: Someone’s shaking their head over there—I’ll give you an example from today. If that lawyer today for that one case had said to the individual, “Oh, by the way, you can’t dissolve the corporation because you have to sell that piece of land first”—he wasn’t told that, and that’s the reason he drove all the way from Sarnia to here. If that lawyer had told him in the first place that he’d have to sell the land, he wouldn’t have gone through all that aggravation of time, money, and going back to see the lawyer again.
Mr. Murdoch said that people make mistakes and make errors. He’s absolutely correct, but this is obvious stuff. It’s just extending the process and costing more aggravation and money for people. I don’t understand. None of that’s in that motion, and that’s what my concern is. Why the heck can’t the basic things, simple things like that be told, which the lawyer should be aware of? If he’s dealing with his client, he should be aware of the act and what is involved in the act.
The Chair (Mr. Michael Prue): Now, if I can assist you, I don’t believe that this will be a proper amendment because it’s outside, but a separate motion could be made. If you want to think about it for a minute while we deal with this—
The Chair (Mr. Michael Prue): We can, or we can just continue to deal with this and you can write something. I would think that you would put forward a motion requesting that the ministry provide letters to lawyers and accountants dealing in this field outlining the consequences of not following the rules, and that it may result in long and protracted—
The Chair (Mr. Michael Prue): Yes, that the committee write and say that if the minister could put out some kind of documentation informing them of this so that people aren’t put in the long, protracted process of having to come before this committee.
Mr. Bill Murdoch: I was just going to talk on Paul’s, because you can’t ask the ministry why people do dumb things, and that’s basically what you were saying. You were saying, “Why is this happening?” The minister won’t know why it’s happening because it’s just happening out there.
Mr. Paul Miller: But that’s not my point of order. That’s incorrect. Sorry, Bill, that’s not what I meant. What I’m saying is that if the proper information is given to the public, including lawyers and accountants, on the rules and regulations governing these types of situations, then maybe some people wouldn’t have to go through all this aggravation.
Mr. Bill Murdoch: Yes, we could request, then, that the ministry do some PR work. That’s about what you’re saying. There’s always going to be somebody making mistakes, and it’s going to have to come here and be looked after. The ministry can’t answer for that.
Mr. Paul Miller: There’s no question that people will make mistakes and the committee is still required. What it is, is the fact that there are some simple things that we can deal with so they won’t make the mistake.
Mr. Bill Murdoch: And I think a lot of times some of the lawyers just don’t realize that or people don’t even use a lawyer and they dissolve themselves. As Mike said, there are thousands of these happening. We’re just getting a few because we have—
Mr. Mario Sergio: I can sympathize with what the member is saying, but when we have applicants in front of the committee, I believe we only have half of the story. We really don’t know the background, why this really has happened. It may not be so straightforward that a particular corporation has fallen, has been dissolved or whatever, and most of the time they are dissolved because people are no longer interested.
I doubt very much that a lawyer knowingly wouldn’t consult a client properly, saying, “If you let it lapse, it’s going to cost you to bring it back to life or you may have to file a new charge,” or whatever. I really doubt it.
First of all, accountants, lawyers—we can’t tell them what to do, and I believe that they know what is involved. The problem is that once an application is in front of this committee we have to deal with it. We cannot delve into the past and say, “How come this application has lapsed?” There are many reasons and perhaps the real reason has not been brought, and it’s not our business how it has happened. It is our business here to deal with the application in front of us, if we want to revive the corporation or not revive the corporation. We can ask the minister, yes, in some way, in some form, but to say, “Why the accountants, why the lawyers?” I don’t think it’s our place, to be honest with you, and I don’t think it’s the place of the minister as well.
The Chair (Mr. Michael Prue): I want to go back to Mr. Balkissoon. We have a motion before us. We don’t have the motion yet from Mr. Miller, so let’s not talk about that until he forwards the motion. Then we can discuss that.
Mr. Bas Balkissoon: I just want to go back to something Mr. Colle said, to remind committee. We see three or four of these at each meeting, or maybe even one, but the reality is we don’t know how many the ministry has processed. This is the one anomaly that shows up in front of us. I think the reason we had this motion, and I sat through the meeting when the ministry staff was here and spoke to us, is because we had a concern that some of them coming in front of us could have been resolved—as an example, where a corporation was dissolved by a ministry because they had no communications with the company and they had mailed it to the wrong address or whatever. But when you really look at the logistics of that, it’s impossible for the ministry to be in control of that. If the owner of the company is moving—in one case that we had here, the owner had moved to another country and then the purchaser of the company was back here claiming rights to a second sale that took place. I think that when you look at all those logistics of what happens in the business world, you can’t expect a ministry to solve all of them.
If you look at legislation, this committee is the only committee with the power to revive certain corporations based on the ministry’s rules. For us to pick on the one or two that we get here and be so concerned about it, I think we really have to measure how many the ministry has processed without our knowledge versus the ones that come here.
I sympathize with Mr. Miller. I’m not sure he was here when we had that meeting, but sitting here, it looks so simple. We’re here for 10 minutes and we’re gone. But unfortunately, law, the political process and the legislative process is the only way to do it. We sent a letter, and I support you sending a letter again, asking for a status, because we do have a new minister.
Mr. Paul Miller: Yes. It’s not detailed. It may have to be massaged a little bit, but this is basically what I’m saying here: That the government make information available to lawyers and accountants of the rules governing corporations that are dissolved or renewed to eliminate costs to the individuals who are involved in the corporations.