[36] Bill 24 Royal Assent (PDF)
TD Trust Company Act, 1995
EXPLANATORY NOTE
The purpose of the Bill is set out in the Preamble.
Bill Pr241995
An Act respecting TD Trust Company and
Central Guaranty Trust Company
Preamble
Central Guaranty Trust Company and TD Trust Company have applied for special legislation to provide for the transfer of the trusteeship and agency business of Central Guaranty Trust Company to TD Trust Company. The applicants represent that The Toronto-Dominion Bank and its subsidiaries acquired substantially all of the assets of Central Guaranty Trust Company on December 31, 1992 and that TD Trust Company, a wholly-owned subsidiary of The Toronto-Dominion Bank, acquired Central Guaranty Trust Company's trusteeship and agency business pursuant to a business purchase agreement, subject only to the condition that TD Trust Company be appointed as successor trustee to Central Guaranty Trust Company. The applicants further represent that it would be impractical, given the number of trusts and estates comprising Central Guaranty Trust Company's trusteeship and agency business, to apply to the Ontario Court (General Division) under section 5 of the Trustee Act to have TD Trust Company appointed as successor trustee for each such trust and estate.
It is appropriate to grant the application.
Therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:
Successor trustee
1. (1) Subject to section 7, effective January 1, 1993, Central Guaranty Trust Company is removed and TD Trust Company is appointed as successor trustee in or in respect of every trust, trust deed, trust agreement, instrument of creation, deed of appointment, settlement, assignment, will, codicil or other testamentary document, and every letters testamentary, letters probate, letters of administration, judgment, decree, order, direction, pension plan or benefit plan trust, investment management and investment administration account, agreement or contract, or appointment of any court, judge or other constituted authority, and every other document or trust howsoever created, including every incomplete, inchoate or bare trust, and in every conveyance, mortgage, assignment, appointment or other writing, wherein or whereby, or of which Central Guaranty Trust Company is named as executor, administrator, trustee, personal representative, bailee, committee, tutor, assignee, liquidator, receiver, custodian, guardian, curator or agent, or is named to any other office or position whatsoever by virtue of which any property, interest or right is vested in, administered or managed by, or put in charge of Central Guaranty Trust Company in trust, or in the custody, care or control of Central Guaranty Trust Company, for or for the benefit of any person or purpose.
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(2) Subsection (1) applies to every document and trust described in that subsection even if the real or personal property held by Central Guaranty Trust Company under the document or trust is situate outside Ontario.
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(3) Where an instrument specified or described in subsection (1) names Central Guaranty Trust Company to any office or position described in that subsection and the instrument takes effect after January 1, 1993, TD Trust Company shall be deemed to be named in the instrument in the place of Central Guaranty Trust Company.
Real and personal property
2. (1) Subject to section 7, all real and personal property and every interest therein that is granted to, held by or vested in Central Guaranty Trust Company, whether by way of security or otherwise, in trust, or in the custody, care or control of Central Guaranty Trust Company, for or for the benefit of any other person or purpose, pursuant to or in respect of every document and trust to which section 1 applies, and whether in the form in which it was originally acquired by Central Guaranty Trust Company or otherwise, is vested as of January 1, 1993 in TD Trust Company, according to the tenor of and at the time indicated or intended by the document or trust, upon the same trusts, and with the same powers, rights, immunities, and privileges, and subject to the same obligations and duties as are thereby provided, granted or imposed.
Registration of Act not required
(2) Subject to section 7, for the purposes of every Act affecting the title to property, both real and personal, the vesting of title in TD Trust Company of every property affected by subsection (1) is effective without the registration or filing of this Act, or of any other instrument, document or certificate showing the change of title, in any public office whatsoever within the jurisdiction of the Province of Ontario.
Legal proceedings
3. (1) Subject to sections 4 and 5, no proceeding being carried on and no power or remedy being exercised by or against Central Guaranty Trust Company as executor, administrator, trustee, personal representative or in any other capacity referred to in subsection 1(1) in any court of Ontario, or before any tribunal or agency of the Province of Ontario, pursuant to or in respect of a document or trust to which section 1 applies, shall be discontinued or affected on account of this Act but, despite the Rules of Civil Procedure, may be continued in the name of TD Trust Company, which shall have the same rights, shall be subject to the same liabilities and shall pay or receive thesame costs and awards as if the proceeding had been commenced or defended in the name of TD Trust Company.
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(2) Subject to sections 4 and 5, a proceeding, or a power, right, remedy or right of distress that might have been brought or exercised by or against Central Guaranty Trust Company as executor, administrator, trustee, personal representative or in any other capacity referred to in subsection 1(1) pursuant to or in respect of a document or trust to which section 1 applies, may be brought or exercised by or against TD Trust Company, which shall have the same rights and shall be subject to the same liabilities in respect thereof, as those which Central Guaranty Trust Company would have had if this Act had not been enacted.
Rights of third parties
4. (1) Nothing in this Act affects the rights of any person having a claim against Central Guaranty Trust Company in respect of a document or trust to which section 1 applies, or releases, modifies or affects the liability of Central Guaranty Trust Company to any such person.
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(2) TD Trust Company is not liable for any debts, liabilities or obligations arising out of any act or omission on the part of Central Guaranty Trust Company that occurred before January 1, 1993 in respect of a document or trust to which section 1 applies.
Law re successor trustees unchanged
5. Nothing in this Act changes or otherwise affects the law with respect to the rights, liabilities or obligations of TD Trust Company as successor trustee to Central Guaranty Trust Company.
Notice
6. (1) Where a person is under an obligation to make payments in relation to property that is vested in TD Trust Company by subsection 2(1), the person may make the payments to Central Guaranty Trust Company until TD Trust Company gives or causes to be given notice in writing to the person that payment shall be made to TD Trust Company, and thereupon the person's obligation is owed to TD Trust Company.
Instruments dealing with property
(2) Any instrument dealing with property that is vested in TD Trust Company by subsection 2(1), but that remains registered in the name of Central Guaranty Trust Company or any predecessor trust or loan company of Central Guaranty Trust Company in any public office of the Province of Ontario or in respect of which Central Guaranty Trust Company is shown by a document of title as having legal ownership thereof, may be executed by TD TrustCompany and may contain a recital referring to the vesting under this Act.
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(3) An instrument executed by TD Trust Company containing the recital permitted by subsection (2) may be accepted for registration by any public office within the jurisdiction of the Province of Ontario without further proof of the accuracy of the recital, and every such instrument shall be deemed to be effective in passing title to the property described in the instrument despite any inaccuracy contained in the recital.
Security interests in personal property
(4) In order to show the vesting in TD Trust Company by subsection 2(1) of any interest in personal property that constitutes a security interest within the meaning of the Personal Property Security Act and for which Central Guaranty Trust Company is shown as the secured party in any financing statement registered under that Act, it is sufficient, for the purposes of that Act, for a financing change statement to be registered in respect of the vesting as if Central Guaranty Trust Company had assigned its interest to TD Trust Company.
Property and trusts not affected
7. (1) This Act does not apply to the following property and trusts:
1. Real or personal property owned or held by, vested in or granted to Central Guaranty Trust Company, and that is held by Central Guaranty Trust Company exclusively for its own use and benefit, and not in trust for or for the benefit of any other person or purpose.
2. Real or personal property, held by Central Guaranty Trust Company under a document or trust to which section 1 applies, that is situate outside Ontario, and any power, right, immunity, privilege, or right of action that may be exercised by or against Central Guaranty Trust Company under any such document or trust with respect to that property.
3. Trusts relating to money received for guaranteed investment and any real or personal property held in trust with respect to any such guaranteed investment of which Central Guaranty Trust Company is trustee.
4. Any real or personal property granted to or held by or vested in Central Guaranty Trust Company pursuant to or in respect of,
i. any trust indenture or other indenture to which section 1 would otherwise apply wherein CentralGuaranty Trust Company is or may be a trustee and by virtue of which bonds, debentures or other evidences of indebtedness, warrants or rights have been or may be issued,
ii. any document or trust to which section 1 would otherwise apply pursuant to which Central Guaranty Trust Company acts as trustee for unit holders in respect of any oil or gas royalty trust fund, and
iii. any document or trust to which section 1 would otherwise apply pursuant to which Central Guaranty Trust Company acts as trustee, manager, advisor, registrar or transfer agent with respect to the Central Guaranty Trustfunds - Canadian Money Market Fund, Central Guaranty Trust Investors Fund (Income and Equity Sections), Central Guaranty Property Fund and Central Guaranty Trust Real Estate Fund.
Agreements, documents not affected
(2) This Act does not apply to any agreement or other document of any kind whereby Central Guaranty Trust Company is named or may be named as registrar or transfer agent, except for any appointment of Central Guaranty Trust Company as registrar or transfer agent of a mutual fund (other than the mutual funds described in subparagraph iii of paragraph 4 of subsection (1)).
Exception - property and trusts affected
(3) Despite paragraph 2 of subsection (1),
(a) for all real or personal property situate outside Ontario for which Central Guaranty Trust Company has been appointed, or is entitled to be appointed, by a court of Ontario as personal representative of a deceased person, whether as executor, administrator or otherwise, TD Trust Company may, upon application to that court, be appointed personal representative in the place of Central Guaranty Trust Company with respect to that property; and
(b) for all real or personal property situate outside Ontario not coming within clause (a), but held by Central Guaranty Trust Company under a document or trust to which section 1 applies, for which the Ontario Court (General Division) has jurisdiction under section 5 of the Trustee Act to make an order for the appointment of a new trustee, TD Trust Company may, upon application to that court, be appointed trustee in the place and stead of Central Guaranty Trust Company with respect to that property, and suchappointment has for all purposes of the laws of Ontario the same effect as if it had been made under section 5 of the Trustee Act.
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(4) Sections 3 and 4 apply to every document and trust in respect of which an appointment is made under subsection (3).
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(5) Despite paragraph 3 of subsection (1), this Act applies to trusts relating to money received by Central Guaranty Trust Company and any real or personal property held in trust by Central Guaranty Trust Company with respect to any registered home ownership savings plan, registered retirement savings plan, retirement income fund, deferred profit sharing plan or income averaging annuity contract, as those terms are defined in the Income Tax Act (Canada), or other registered or unregistered deferred income or employee benefit plan.
Commencement
8. This Act comes into force on the day it receives Royal Assent.
Short title
9. The short title of this Act is the TD Trust Company Act, 1995.