Cohen owns at least one share in each of these corporations. We are not here concerned with the fact that a corporation is a distinct and separate legal entity nor with any question of corporate capacity or power. Eaton for the respondent. Financial report and statistics compiled for Monopolies and Mergers Commission Date: It would seem that Parliament, by the inclusion of the word "indirectly" in s.
The facts to be considered are, however, not identical and the appeals must be considered separately. The dispute is as to its liability for this difference. Section 36 of the Income Tax Act Geo. The difference between the amount of the tax of the Western company for the period as computed by it and the amount of the tax assessed was due to the fact that the Minister assessed the tax under ss.
The company gave a notice of objection to the assessment to the Minister who confirmed the assessment. The company then appealed to the Income Tax Appeal Board and, in a considered judgment delivered by Mr. There is no record of the proceedings before the Board before us and we are not informed as to whether or not evidence was given by the appellant. The Minister of National Revenue, in notifying the company that he had confirmed the assessment, had stated that the assessment rested on the ground that the taxpayer and the Army and Navy Department Stores Limited were related companies, within the meaning of ss.
The judgment of the Tax Appeal Board found that one half of the shares of the Western company were owned by the Alberta company and that the other half, less two shares, was owned by a Saskatchewan company of the same name. The shareholdings in the Alberta and Saskatchewan companies were found to be as follows:. As to the remaining shares in the Western company, it was found that H. Cohen was the owner of one and that the remaining share was owned by a stranger. After finding that H.
Cohen were brothers and Leshgold their brother-in-law and that J. Cohen a son of S. Cohen was a blood relation of the two first named, the reasons for judgment proceeded: While the said 2, shares of the appellant company's stock are owned by the Alberta company as such, and not by the individual shareholders of the latter, I find it difficult to escape the conclusion that there was at least indirect control of the appellant company by H.
Bearing in mind the far-reaching words found in section 36 4 b , 'owned directly or indirectly', it does not, I think, conflict with the effect of Salomon v. In the case of H. Cohen, his voting power was augmented by his two-fifths interest in the Saskatchewan's company's shares.
It is significant too that he was also not at arm's length with its two other shareholders, they being closely related to him. The Minister's decision did not show which of the two prairie province companies was deemed related to the appellant company. It matters little, however, as both companies' shares were held mostly by the Cohens, and the shareholdings of each company in the appellant company's stock were about equal, as indicated above.
It is apparent from the reasons delivered that there was no evidence before the Tax Appeal Board that the two shares in the Western Company to which reference was made were the property of the Saskatchewan company, as was shown in the evidence taken before Archibald J.
It was there shown by the evidence of the secretary of the Saskatchewan company that it was the owner of 2, of the shares of the Western company but held a certificate for 2, shares only, one share having been issued to H. Cohen and one to S. Leshgold, in order to qualify them as directors. The transfer form on the back of these two certificates had been signed by Cohen and Leshgold respectively and it was shown that the shares were held by the solicitors for the Saskatchewan company on its behalf.
There was no contradiction of this evidence. Justice Archibald, who disposed of the appeal of the Alberta company at the same time as he dismissed the appeal of the Western company, did not mention the fact that it had been proven that the ownership of the shares was divided equally between the Alberta and the Saskatchewan companies and I think it is clear that he did not. His reasons merely stated that he dismissed the appeal of the Western company for the reasons given in his decision on the appeal of the Alberta company.
The issue in that appeal, however, was different. Upon the undisputed evidence the facts accordingly are that during the taxation period in question the 5, issued shares of the Western company were owned one half by the Alberta and one half by the Saskatchewan company. The Western company was entitled to be taxed under the terms of ss. Since, however, neither the Alberta nor the Saskatchewan company owned 70 per cent of all the issued common shares of the capital stock of the western company, para.
The expression "persons" include corporations under the definition of that term in s. If it be assumed that the Alberta and the Saskatchewan companies are persons not dealing with each other at arm's length, there still remains the fact that while each owned half of the shares of the Western company the Alberta company did not own any of the shares of the Saskatchewan company nor did the Saskatchewan company own any shares in the Alberta company.
With respect, the reasons for the judgment of the Tax Appeal Board do not appear to me to touch the question to be decided.
In my opinion, the Western company was entitled to be taxed under the provisions of ss. The appeal of the Alberta company raises a quite different issue. As has been shown above, H. Cohen and his brother-in-law Leshgold owned 90, of the , issued. Cohen owned , of the shares of the Saskatchewan company. In addition to this, S. Cohen, a shareholder of the Alberta company, was the owner of , shares of the Saskat-chewan company and his son J.
If, therefore, the Cohens and Leshgold were persons not dealing with each other at arm's length, the conditions of ubpara. For the appellant it is said that the expression "blood relationship" is so vague and uncertain as to be incapable of interpretation. In support of this contention, the cases on the construction of the words "relatives" or "relations" in matters involving the interpretation of wills such as Ross v. Ross 3 , In Re Lanyon 4 , and Sifton v. Sifton 5 , are relied upon.
In Re Lanyon, the testator by his will provided that his trustees should stand possessed of his residuary estate upon trust to pay the income to his son for his life and on his decease upon trust to pay the capital to his children or grandchildren or equally between them if more than one, provided that his son did not marry a "relation by blood.
He did not consider the provision in the will void for uncertainty but held it to be ineffective as being contrary to public policy as being a restraint upon marriage. In Sifton's case, Lord Romer who delivered the judgment of the Judicial Committee, after referring to the meaning attributed to the expression "blood relation" by Russell J.
I do not think that these decisions are of assistance in determining the present matter. The fact that there would undoubtedly be difficulty in determining the scope of the expression in. The question here to be determined is whether H. Cohen are connected by blood relationship. The three men are shown by the evidence to be descended from a common ancestor, the father of H. Accepting the meaning attributed to the expression by Russell J.
This does not, however, dispose of the matter since, while the three Cohens owned all of the shares in the Saskatchewan company, Leshgold owned 40 per cent of the shares in the Alberta company. Leshgold is married to a sister of H. Cohen and the question is, therefore, Whether he is "connected by marriage" with them, within the meaning of the subparagraph. The matter is to be considered without reference to the amendment made to s.
Without overlooking the necessity for clarity in the language of a taxing statute, I am of the opinion that this language is sufficiently clear. One of the meanings assigned to the word "connection" in the New Oxford Dictionary is: In Webster's New International Dictionary, the word is similarly defined.
In this sense, which I think to be the natural and ordinary meaning of the expression, Leshgold and the Cohen brothers were connections and so "connected by marriage", within the meaning of s. As Leshgold and H. Cohen between them owned 90 per cent of the shares of the Alberta company, the conditions of s. It is stated in the factum of the appellant that the Minister of National Revenue had of his own motion and without consulting the Alberta and Saskatchewan companies designated the latter as the corporation to be taxed under ss.
We have no record of the proceedings before us in which the Minister is said to have made this direction. In the absence of any evidence on the point, I think we cannot be asked to assume that the Minister acted without evidence satisfactory to him that the parties could not agree which should receive this benefit, if only one was entitled to it.
In the result, the appeal of the Western company should be allowed with costs throughout and judgment entered declaring that, for the taxation period in question, that company was entitled to be taxed under the provisions of ss.
The appeal of the Alberta company should be dismissed with costs. The first two corporations were taxed under s. All of the corporations filed their returns as unrelated or independent corporations. Cohen a brother of S. Leshgold brother-in-law of H. The shares in the name of H. Bolecon in the Western Corporation are director's qualifying shares.
The term "related corporations" is defined in s. The appellants submit that as the word "relationship" or "related" is not defined in the statute at any time relevant hereto it is defined subsequently, S. In their submission appellants' counsel adopted the statement of Chief Justice Strong in Ross v. The line, therefore, must be drawn somewhere and can only be drawn so as to exclude all persons whom the law in the case of an intestacy recognize as the proper class among whom to divide the property of a deceased person who dies intestate, namely his heirs.
In support of this contention he invokes the rule that where certain words have received a judicial interpretation Parliament, in subsequently adopting or using such words without any indication to the contrary, may be taken to have intended that they be used as so interpreted in the courts.
The respondent points out that the statement of Chief Justice Strong was in relation to the interpretation of a will and that, while Parliament, in legislating in respect to the same or similar matters, might so intend, it does not apply where, as here, the subject matter of the legislation is in relation to income tax, a subject entirely different from that of wills.
It is, however, unnecessary to decide this issue. Even if we assume that the word "relationship" means next of kin, these corporations are, within the meaning of the statute, related. It will be observed that under s. It would appear that under the terms of this section the Saskatchewan and Alberta Corporations are related.
In the Saskatchewan Corporation H. Cohen own 80 per cent of the shares of stock. Cohen, are brothers and the former having no children his brother, S. Cohen, would come within those who would take if the former died intestate. In the Alberta Corporation H.
Cohen and his brother-in-law S. Leshgold own 90 per cent of the stock and S. Cohen owns 10 per cent. By , the store offered stationery, a drapery, fancy goods, tailoring, groceries, a chemist and even a gun department. The store was too small for the business so they rented a house next to their warehouse and acquired a further warehouse in Johnson Place.
By , the business had again outgrown its premises. They leased more of the distillery from Vickers, closed their warehouse in Johnson Place moving to a new location at Ranelagh Road in Pimlico. The business was now offering a banking department to its members, and had negotiated an option on the Victoria Road site as part of the lease deal at Victoria Street.
This option was taken up in , and they purchased their Victoria Road store, adding a refreshments room for its growing customer base. The business continued to grow, and in the society purchased the remaining site of the distillery and by had opened the whole site.
In addition its warehousing was moved to Tooley Street in Westminster , with the Pimilico site now operating as a manufacturing centre for tailoring and printing, which it had started in This site was still not big enough and in new workshop space was purchased in Johnson Street, and office space in Howick Place were converted into retail space.
By this time the business had added furniture sales and an estate agents to its business. The society continued to grow, so new locations were added. In stores were opened in Plymouth, and Bombay , India , while in a further store was opened in Karachi. This Indian adventure continued with stores opening in Calcutta now renamed Kolkota in , while stores in New Dehli , Shimla and Ranchi were opened in the s.
The society still continued to expand in London, erecting a new preserved provisions factory in Coburg Road, and purchasing more property along Victoria Street.
The society offered an enormous illustrated price list which could be ordered by phone. However the advent of the First World War saw trade suffer badly, but this was supplanted in part by a contract from the War Office.
After the war, the society was hit by strikes by its staff, but it continued to develop its Victoria Street site and by a new frontage had been added. The last surviving member of the original board, Captain Ernest Lewis, died on 3 April He was joint managing director and treasurer until he retired in July after 43 years with the society.
Army & Navy is Canada's original discount department store. Army & Navy Department Store Ltd. Columbia Street New Westminster, BC V3L 1B1. Army & Navy Stores was a department store group in the United Kingdom, which originated as a co-operative society for military officers in the nineteenth century. The society became a limited company in the s and purchased a number of independent stores during the s and s.