Assemblée législative de l'Ontario

The committee met at 0900 in committee room 1.

The Vice-Chair (Mr. John Fraser): Good morning, everyone, and welcome back to, I guess, our first in-person meeting on the Standing Committee on Regulations and Private Bills. I’d just like to remind everybody that we still have a masking policy. When you’re speaking or having a drink, you can have the mask off, but please keep your mask on for the time being.

We’re joined by staff from legislative counsel, Hansard and broadcasting and recording this morning. Please wait until I recognize you before starting to speak, and as always, all comments go through the Chair.

Are there any questions before we begin? Great. We have three private bills on the agenda today which we are going to consider.

2492725 Ontario Inc. Act, 2022

Consideration of the following bill:

Bill Pr54, An Act to revive 2492725 Ontario Inc.

The Vice-Chair (Mr. John Fraser): The first bill is Pr54, An Act to revive 2492725 Ontario Inc. MPP Yarde is the sponsor. MPP Yarde.

Mr. Kevin Yarde: Thank you, Chair. At the moment, what I’m going to do is defer any questions to Mr. Omar Mohammad Abujebbeh.

The Vice-Chair (Mr. John Fraser): I would ask the applicant to introduce himself as well, please.

Mr. Omar Mohammad Abujebbeh: Good morning, everybody. My name is Omar Abujebbeh.

The Vice-Chair (Mr. John Fraser): Thank you, sir.

Does Mr. Yarde or the applicant have any comments on the bill?

Mr. Kevin Yarde: At the moment I don’t have any questions about the bill.

The Vice-Chair (Mr. John Fraser): Sir, do you have anything you’d like to say about the bill that’s being moved forward?

Mr. Omar Mohammad Abujebbeh: If somebody will ask, I can explain. I don’t have anything now.

The Vice-Chair (Mr. John Fraser): Are there any other interested parties in the room? Any comments from the government? MPP Smith.

Mr. Dave Smith: Sorry, Chair, through you: I wasn’t here when the bill came through the very first time and was deferred, so I have a couple of questions on it. When did your company dissolve?

Mr. Omar Mohammad Abujebbeh: Last year.

Mr. Dave Smith: When last year?

Mr. Omar Mohammad Abujebbeh: July 20 or something like this.

Mr. Dave Smith: And why was it that you dissolved your company?

Mr. Omar Mohammad Abujebbeh: Because I found I had a financial issue. I made a consumer proposal. I had a lot of debt because we had to lock down because of COVID. My trustee told me that we can wipe off this debt—you have to pay something, we can contact the debtor and we’ll resolve everything.

I made a consumer proposal. I do know that I had asked to close the company; I wasn’t thinking that I’d have to close the company to resolve it, but that was [inaudible] I have to resolve it. After that, five or six months, I cleared myself. I paid my debt. We contacted all the debtors. After that, I was clean. I had no debt, nothing. I was thinking to start my activity again, to revive my company and to start working. So I decided—but I didn’t know that it would take this process and this long time. I thought it was just the application, pay the fees, revive the company and start again.

Mr. Dave Smith: Typically, when we’ve had somebody come in who’s had a company that they’ve dissolved and they want to restart and function as a company again, my question is, why, and why not just create another company? Because the process of creating another company is clean, it’s fast and it’s efficient. It is no more expensive doing it that way than it is to try to revive a company that you’ve closed.

Mr. Omar Mohammad Abujebbeh: Yes, you are right. If I open a new company, I have to start by myself. I have no capital to restart. This company was dissolved because of COVID, and I was planning to engage in one of the government’s programs to help me restart. I cannot start alone. I have no capital to restart from the beginning. So I was thinking that if this company was dissolved because of COVID, I can engage in a government program that will help this small company to restart again. This was the reason for that.

Mr. Dave Smith: You dissolved the company in July. COVID hit in March. Was it last July or the July before? Was it July 2021 or July 2020 that you dissolved?

Mr. Omar Abujebbeh: It was 2020.

Mr. Dave Smith: So 2020?

Mr. Omar Abujebbeh: Yes, 2020.

Mr. Dave Smith: Okay. And you filed a consumer proposal to clear up your debts with any of the other creditors that you had.

Mr. Omar Abujebbeh: Yes, because I was closed for a lot of months, the debt accumulated for the company, for the rent, for everything, so I could not pay it alone. The only way to go out is to make a consumer proposal.

Mr. Dave Smith: Again, I’m just trying to get a better understanding on this, because it seems the simplest process is to create another company. I’m somewhat confused as to what the advantage is to restart a company, especially if you had a consumer proposal to clear up your debt. Normally, you do that when you’re closing a company down rather than declaring bankruptcy. But you end up, in most cases, closing the company as a result of that, and you go into some other type of business, some other type of work.

What you’re saying to me right now—and I’m struggling with it—is you had a fair bit of debt; you decided the company wasn’t viable; you went through the process of a consumer proposal; you made an agreement to repay your debts for a lower amount; you closed the company; you dissolved the company; and now, you want to bring the company back again to restart.

Mr. Omar Abujebbeh: Yes.

Mr. Dave Smith: Therein lies where I’m kind of struggling. If you did the consumer proposal and closed the company down because you couldn’t make things work, you have creditors that agreed to a lower amount than what they actually would have gotten had the company remained functioning. So this is where I’m kind of struggling with it and why you wouldn’t have just created a new company to move forward as a fresh start.

Mr. Omar Abujebbeh: A fresh start needs capital to start. After I’ve paid all my debt, I don’t have enough money. I don’t have the capital to restart.

With this company, the government said that they will help the small businesses to recover that were affected by COVID. So I was thinking if I engage in any one of the government programs, they can give me a push just to start.

Mr. Dave Smith: Okay. Thank you.

Ms. Catherine Fife: Chair?

The Vice-Chair (Mr. John Fraser): We’re just going to go to MPP West here, then to MPP Harris and then to MPP Fife. The floor is yours.

Mr. Jamie West: Thank you, Chair. Good morning, Mr. Abujebbeh. I remember the last time you were here. One of the reasons we deferred is we were concerned that if you revived the company, you might restore the debts. You didn’t seem to be clear on what government grants were available for you, so we wanted to make sure that we didn’t put you in a poor financial situation.

I’m okay with reviving it if you’re comfortable with the action that you want to take. I just want to make sure that you’re aware that—I don’t know your financial situation, I don’t know if the debts have been paid off, but if we revive the company, you may be liable for some debts. Have you looked at what government programs are available so that we don’t put you in a poor financial situation?

As MPP Smith was saying, you might be better off just to start a new corporation. But if this is the path that you want to go forward with, then we can do that.

That’s all, Chair.

The Vice-Chair (Mr. John Fraser): Thank you, MPP West.

Interjections.

The Vice-Chair (Mr. John Fraser): I’m just going to wait to see if he responds.

Mr. Mike Harris: Chair, my question is along the same lines. We might be able to have him answer both, almost in the same vein.

The Vice-Chair (Mr. John Fraser): Sure, go ahead.

Mr. Mike Harris: Sure. Thank you again for appearing before us. MPP West brings up an interesting point. Do you still have debts and liabilities within this corporation that are still being paid, or is there still money within the accounts? Because I think the concern here is that if you revive the corporation, and even if you are successful in applying for any government grants, they may have to be used not for restarting the company but to finish winding down the debts you already have.

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I don’t know what the financial situation of the company is, and I have a feeling that maybe you’re thinking that you can come in, you can get these grants and then be able to kind of go on with what’s happening, but I don’t think that’s going to be the case. So you need to be very, very certain that what you’re proposing here today is going to benefit your company and your family rather than just hoping that you might be able to get a quick buck from the government to be able to restart things.

Maybe if you’re able to touch on where the situation is now, that would be helpful for us.

Mr. Omar Abujebbeh: Regarding the debt, I am clear. I have nothing. I am clear for everything. I paid everything—almost clear. I will start fresh from the beginning. Just any small help or grant from the government, I have a start. I have no debt at all now—clear with everybody, with all the debtors. I am clear. It’s a long time ago, six months ago or more, that I am clear. I have nothing to pay, so it’s just to restart now. I am ready to start. Just with a little push, I can start and can gain my life again.

The Vice-Chair (Mr. John Fraser): MPP Fife.

Ms. Catherine Fife: My comments were similar to MPP West, really just out of concern. I do find the line of questioning of this applicant to be very disrespectful. To say that someone has come before this committee to try to get a quick buck from the government is not how we treat citizens who come to this Legislature.

I feel like we should move forward. The applicant has followed the entire procedure. He has followed the law, to come to this committee to seek to revitalize his company. It shouldn’t be the opinion of the government that he’s here for a quick cash grab.

The Vice-Chair (Mr. John Fraser): MPP Smith.

Mr. Dave Smith: Normally, when somebody comes forward to revive the company, it’s because they are trying to satisfy something that wasn’t dealt with. Sometimes it is an asset that they are looking to get rid of; sometimes it is a debt they’re looking to get rid of. And this is not one of those cases.

I completely understand some of the logic that’s coming from members across the table. But the concern I have on it is: The easiest, cleanest way of doing it to make sure that you’re not put in a position where you may end up having something that is detrimental to you is by creating a new company. The applicant is asking to revive a company. There isn’t an asset that they are trying to deal with. There isn’t a debt, apparently, that they’re trying to deal with. So again, I come back to: The easiest, cleanest way of doing it is creating a new company.

If you have an existing company and you had a significant amount of debt that had to be cleared up by a consumer proposal, then the credit rating for that company is lower. It’s not in the same position. You would have challenges moving forward, then, to get different types of finances if you found yourself in a position where you needed to borrow. It could very well be that by reviving the company, we’re actually putting him in a position where he will fail as a result of it, but may not have failed by starting fresh with a new company.

There are grants that are available for start-ups. There are different programs that are available for new companies. I think that this is something that should be investigated as well, because you never want to find yourself in a position where theoretically doing the right thing is actually the wrong thing to do and puts you in a much more difficult position moving forward.

The Vice-Chair (Mr. John Fraser): MPP Fife.

Ms. Catherine Fife: With respect, it is not this committee’s job to be giving business advice to citizens who come before it. That is not the mandate of this committee. The committee is either to vote to revive the corporation or to not revive the corporation. So if you’re indicating that you are not supportive of reviving the corporation because you have your opinion on the business case that this applicant has brought before us, then we should give him an opportunity to make his case and then the Chair should call the question. But this is not the mandate of this committee, to give business advice to citizens of the province.

The Vice-Chair (Mr. John Fraser): MPP Harris.

Mr. Mike Harris: I’m just wondering, through the course of the pandemic, has there been any precedent for anybody coming forward to the committee with a case like this before? Do we know that, research team or Clerks?

The Vice-Chair (Mr. John Fraser): We’d have to go back and take a look. It is still fairly recent.

Mr. Mike Harris: Any of the permanent committee members know if there has been something like this that has come before?

The Vice-Chair (Mr. John Fraser): MPP West.

Mr. Jamie West: Chair, I don’t know specifically, but I think I’ve been to all the meetings, and I don’t recall any. So from memory, I don’t think so.

The Vice-Chair (Mr. John Fraser): Yes, I don’t recall anything specific to that, specifically to the pandemic. It has all essentially been business revivals for a variety of reasons, and the pandemic hasn’t been one of those that I can recall being listed at committee. I don’t know if any other members can.

MPP West.

Mr. Jamie West: I had a different comment. I’m proposing, Chair, that I appreciate—I have concerns. I want to make sure, as well as my colleagues across the floor, that the applicant is successful. I would propose that we just confirm with the applicant that this is the path he wants to take and we vote—like consent.

The Vice-Chair (Mr. John Fraser): Mr. Abujebbeh, is this the path that you want to take forward?

Mr. Omar Abujebbeh: Yes, sir. I want to revive my company.

The Vice-Chair (Mr. John Fraser): Okay. Thank you, sir.

Mr. Omar Abujebbeh: Thank you, sir.

The Vice-Chair (Mr. John Fraser): MPP Harris.

Mr. Mike Harris: One more comment: Reviving the company, again, doesn’t necessarily mean that you would be eligible for any specific COVID-19 grants, just so you’re aware. But that’s your prerogative. I think we’re happy to see it go forward as long as you understand that.

Mr. Omar Abujebbeh: Yes. I will find it. I’ll try to find the program for me for that.

Mr. Mike Harris: Okay.

The Vice-Chair (Mr. John Fraser): Any other questions, comments? Okay, great. Are members ready to vote?

Bill 54, An Act to revive 2492725 Ontario Inc., brought forward by Kevin Yarde, MPP: Shall section 1 carry? All those in favour, raise your hands. Opposed? Section 1 is carried.

Shall section 2 carry? All those in favour? Opposed? Section 2 is carried.

You can come back over to your seat as well, MPP Yarde.

Shall section 3 carry? All those in favour, raise your hands. Opposed? Section 3 is carried.

Shall the preamble carry? All those in favour, raise your hands. Opposed? The preamble carries.

Shall the title carry? All those in favour, raise your hands. Opposed? The title carries.

Shall the bill carry? All those in favour, raise your hands. All those opposed? The bill shall carry.

Shall I report the bill to the House? All those in favour, raise your hands. All those opposed? I shall do that.

Thank you very much, Mr. Yarde. Thank you. We’ll let everybody wind up here.

0920

Navigation Project Management Inc. Act, 2022

Consideration of the following bill:

Bill Pr64, An Act to revive Navigation Project Management Inc.

The Vice-Chair (Mr. John Fraser): We’re going to bring forward Bill Pr64, An Act to revive Navigation Project Management Inc. MPP Fife, I’d ask that you introduce yourself.

Ms. Catherine Fife: Good morning, Chair. Good morning, committee. My name is Catherine Fife. I’m the MPP for Waterloo. I’m introducing you to Mr. Gord Hague. He is here before the committee under the procedures for applying for private legislation, October 20 version. He is here to revive Navigation Project Management Inc.

By way of background, he is the president of Navigation Project Management and has applied for special legislation to revive Navigation Project Management Inc. The applicant represents that he, as the president and director of the ongoing organization, carried on in the name of the corporation when the corporation was dissolved. The corporation was dissolved under the Business Corporations Act on September 11, 2015. The applicant would like to revive the corporation in order to deal with a certain property that was held in the corporation’s name at the time of the dissolution.

We would welcome any questions from the committee.

The Vice-Chair (Mr. John Fraser): That’s great. Thank you very much.

Mr. Hague, would you like to introduce yourself?

Mr. Gord Hague: My name is Gord Hague. I’m very glad to be here today. Catherine did an excellent job of summarizing why I’m here.

The Vice-Chair (Mr. John Fraser): That’s great. Thank you very much.

Are there any other interested parties in the room?

Interjection.

The Vice-Chair (Mr. John Fraser): A comment?

Ms. Catherine Fife: Sorry, Chair. I should mention that I believe legal counsel is also with us: Mr. Tim Lowes.

Interjection: No.

Ms. Catherine Fife: Oh, he’s not there? Who’s this other fellow?

The Vice-Chair (Mr. John Fraser): Oh, he’s on the Zoom.

Ms. Catherine Fife: Is that him?

The Vice-Chair (Mr. John Fraser): No, no.

Ms. Catherine Fife: That is not Tim Lowes.

Interjections.

The Vice-Chair (Mr. John Fraser): I’ve got enough help here, folks.

Ms. Catherine Fife: I’m sure he was surprised to be introduced.

The Vice-Chair (Mr. John Fraser): Thank you very much. I appreciate all your assistance.

Mr. John Yakabuski: It was going so smooth for you, Chair.

The Vice-Chair (Mr. John Fraser): I know. It’s going really smoothly, yes. It was fine until you came into the room, MPP Yakabuski.

Mr. John Yakabuski: Glad to help.

The Vice-Chair (Mr. John Fraser): Does the government have any comments? MPP Smith.

Mr. Dave Smith: Thank you. I appreciate that.

Just so that I understand, the company was dissolved in 2015?

Mr. Gord Hague: Yes.

Mr. Dave Smith: There was an asset to the company that wasn’t dealt with back in 2015?

Mr. Gord Hague: It was—I don’t have a better way to describe it outside of a mistake by either my accountant or lawyer or me, so the asset is still registered. It’s a single-family dwelling. It’s still registered to the dissolved company, Navigation, so I can’t sell it.

Mr. Dave Smith: That’s not uncommon.

Mr. Gord Hague: Well, I wasn’t really pleased when I understood it.

Mr. Dave Smith: It does come back to one of those. We’ve had—and I have been told by MPP Fife I should not be giving advice. However, one of the things that we have seen consistently is companies such as yours where something wasn’t dealt with appropriately and you’ve had to come back and ask for the company to be revived so that you can deal with it. It’s unfortunate. It truly is unfortunate, and I wish that we had more lawyers and accountants who paid more attention to the details to make sure that something like this didn’t happen.

Mr. Gord Hague: I don’t think we need more lawyers and accountants.

Mr. Dave Smith: We don’t need more of them; we just need more of them to pay attention to the details themselves.

If the company is not revived, then the house sits in limbo?

Mr. Gord Hague: As far as I understand, from the advice I’ve been hearing from lawyers and accountants, I can’t sell it. When the realtor goes to look up the ownership, they’ll see that the company is dissolved, and I will not be able to sell the property.

I don’t have a better solution. That’s why I’m doing this.

Mr. Dave Smith: I appreciate that. The reason I’m asking some of these questions is, in my experience, now three years on this committee, we’ve had a number of people who have come in, in the same position as you are. Perhaps we should be looking at changing some legislation so that there is a search done by the government when a company is dissolved to make sure that you don’t find yourself in one of these positions and we don’t dissolve a company—

Mr. Gord Hague: Let’s pass this bill and then work on that.

Interjections.

The Vice-Chair (Mr. John Fraser): Any other comments? MPP West.

Mr. Jamie West: Good morning, Mr. Hague. This is straightforward. As MPP Smith said, this happens all the time: A corporation is dissolved, and then we find out that they have an asset that they need to deal with or a debt to deal with, and it has to be reincorporated.

I’m comfortable voting at this time, Chair.

Mr. Gord Hague: I guess, then, another component is, this is a rental property of mine, and I have been collecting rent for the last seven or eight years, but it has been running through my other company, so I’m paying the proper taxes on that rent.

Mr. Jamie West: Okay.

The Vice-Chair (Mr. John Fraser): Thank you. Any other comments? Is the committee ready to vote?

Bill Pr64, An Act to revive Navigation Project Management Inc., brought forward by Catherine Fife, MPP: Shall section 1 carry? All those in favour, raise your hands. Opposed? It’s passed. Section 1 is carried.

Shall section 2 carry? All those in favour? All those opposed? Section 2 carries.

Shall section 3 carry? All those in favour, raise your hands. Opposed? Section 3 carries.

Shall the preamble carry? All those in favour, raise your hands. Opposed? The preamble carries.

Shall the title carry? All those in favour, raise your hands. All those opposed? The title carries.

Shall the bill carry? All those in favour, raise your hands. All those opposed? The bill shall carry.

Shall I report the bill to the House? All those in favour, raise your hands. All those opposed? I will report the bill.

Thank you very much. Congratulations.

Mr. Gord Hague: Just one comment: Although the whole process is not speedy, I’ve had tremendous help from all the people that I’ve worked with—Catherine Oh, Catherine Fife, Isaiah. There have been a couple of other players in the game, and they’ve all been very helpful in helping me navigate through this. I appreciate that.

The Vice-Chair (Mr. John Fraser): Thank you very much for your comments.

I’m going to leave the Chair. Here we go.

0930

Superior Corporate Services Limited Act, 2022

Consideration of the following bill:

Bill Pr63, An Act to revive Superior Corporate Services Limited

The Acting Chair (Mr. Logan Kanapathi): Good morning again. I’ll ask the MPP to introduce the bill before us, Bill Pr63, An Act to revive Superior Corporate Services Limited, sponsored by MPP John Fraser. The applicant, Jeffrey Einhorn, solicitor, is here. I ask the MPP to introduce the bill, please.

Mr. John Fraser: I’m John Fraser, the MPP for Ottawa South, and I am sponsoring Bill Pr63, an act to revive superior court services ltd. They’ve met the criteria for revival, and I will turn it over to the representatives of the applicant to introduce themselves and speak to the bill.

Mr. John Yakabuski: If I may, Chair, I heard “superior court services.”

Mr. John Fraser: Sorry; did I say—oh my God. It’s Superior Corporate Services.

Mr. John Yakabuski: Thank you very much.

Mr. John Fraser: It’s probably that date I have later today.

Mr. John Yakabuski: I wanted to prove to you, MPP Fraser, that from time to time, I do listen.

Mr. John Fraser: Thank you very much. It’s Superior Corporate Services. I correct my record.

The Acting Chair (Mr. Logan Kanapathi): I will ask the applicant to introduce himself or herself, please.

Ms. Nadia Campion: Good morning, honourable members of the committee. My name is Nadia Campion. I’m here with my colleague David Ionis, and together, we are the lawyers for the applicant, Mary Kathleen Young. Mary Young is an 88-year-old widow. Her husband, who died in 2003, owned the company Superior Corporate Services Ltd. That company, in turn, owned a valuable royalty. The company was dissolved as a result of a failure to pay the necessary tax arrears. Those taxes have now been paid, and Mary, with the assistance of her lawyers and her accountants, has spent the last eight months trying to ensure that she can meet all of the criteria so that this company can be revived and she can have her day in court.

Some of you may have seen from the materials that have been filed that there will be a pending lawsuit in connection with this matter and in connection with the transaction. Mary has been very clear—she has been cross-examined under oath—that it was always the intention that the royalty, which was forfeited to the crown, was meant to go to her and her family, the Young family. And why is that, you may ask? The Young family is among the original prospectors of what will now be Canada’s largest gold mine. This dates back almost a century. The Young family has been involved in prospecting in the north, and the fruits of that labour that are now enjoyed by multinational mining corporations are the result of their hard work. Mary spent many years with her husband in the north. As I said, she gave some very convincing testimony, under oath, describing what her involvement was, what her husband’s involvement was, and his father before him.

This royalty is the only thing that remains. There is nothing else in the estate. There is nothing else for this family. She is here today, and we are here on her behalf, to revive this company so that she can assert her property rights, have the matter determined by the courts and deal with this in an orderly fashion. The only way that can happen is through the revival of this company. This is an access-to-justice issue. This is a power imbalance issue. This is something that I think this committee should permit so that Mary Young, and her family, can have her opportunity to have access to the courts to have her property rights determined and to ensure that the process by which forfeited corporate property is dealt with complies with the statutory authorities. That’s why we are here today.

Mr. David Ionis: I’m David Ionis, also here on behalf of the applicant, Mary Kathleen Young. Thank you for having us today.

The Acting Chair (Mr. Logan Kanapathi): Are there any other interested parties in attendance?

Mr. Stephen Crozier: Hello. Yes.

The Acting Chair (Mr. Logan Kanapathi): Please say your name and go ahead with your comments.

Mr. Stephen Crozier: My name is Stephen Crozier. I’m vice-president of corporate affairs with Iamgold Corp., and [inaudible] have an interest in this proposed revival. We have provided a submission to the committee, which [inaudible] but there are a few points that I will highlight for the committee.

As summarized by counsel for the applicant, the application is seeking revival of Superior, a company that was dissolved because it failed to pay its taxes. As a result of that failure, the entity was dissolved and its property, such as it held at the time, reverted to the crown. This reversion occurred a long time ago; it has been 30 years. About 30 years after the dissolution and the reversion of that property, it was sold by the crown in an arm’s-length transaction to [inaudible] Iamgold. We acquired the royalty in June 2021.

The applicant now is seeking revival for one reason, and it is to challenge that prior action of the crown and the prior sale. The intent would be, ultimately, to unwind the sale, return that property—compel its return from a bona fide third-party purchaser—to the crown, at which point the applicant will seek a discretionary remedy to have the royalty returned to it.

So while Iamgold acquired the royalty as a bona fide third-party purchaser, relying on the public registry that noted who was the owner of the royalty at the time, the applicant is seeking ultimately to reverse that and to reverse what is now a public gain for the province. We paid $6 million to the province of Ontario for the royalty, and their goal is simple: They would like to privatize that gain.

We believe the proposed revival raises significant public policy issues that warrant a serious investigation by the members of this committee before advancing with the requested relief.

The Acting Chair (Mr. Logan Kanapathi): At this time, I’ll ask the government side if there are any comments. MPP Harris.

Mr. Mike Harris: I’m hoping you can provide a little bit more information as to how much money was owing over that apparent 30 years before you have come before us to ask for a revival of this company.

Ms. Nadia Campion: We have our corporate counsel who assisted with that here with us, but I believe it was somewhere in the range of $2,500.

Mr. Mike Harris: And it took 30 years to cover that off?

Ms. Nadia Campion: Well, no. It’s not a question of whether it took 30 years to cover it off. Mary did not know that the company had been dissolved. She learned about this in 2021. She learned about it as a result of Iamgold registering on title, a public notice, that it had acquired the royalty from the government. What then happened is she embarked on a review with the assistance of counsel and accountants to understand what exactly had happened.

0940

The trouble was that when her husband, Bruce—he died of blood cancer. In the last number of years of his decline—as you can appreciate, blood cancer is a very serious illness, and he was not looking after his affairs. So she didn’t know that this had happened until—

Mr. Mike Harris: Over that 30 years, it was never discussed that the company was being dissolved? It was never discussed that there was $2,500 owing in taxes?

Ms. Nadia Campion: That’s correct. In fact, the notices that had been sent by the government were sent to an address in Toronto. At the time, they were not operating out of Toronto anymore, so she didn’t know.

Mr. Mike Harris: The organization that you’re representing?

Ms. Nadia Campion: The company.

Mr. Mike Harris: So they didn’t keep their records up to date on their end?

Ms. Nadia Campion: No. Bruce, her husband, did not keep his records up to date.

Mr. Mike Harris: Over that 30-year process?

Ms. Nadia Campion: Well, he died, right? He died in 2003.

Mr. Mike Harris: That was in 2003.

Ms. Nadia Campion: Correct.

Mr. Mike Harris: But this is going back to 1989.

Ms. Nadia Campion: That’s right.

Mr. Mike Harris: So there was quite a time period between 1989 and 2003.

Ms. Nadia Campion: That is correct. There is about, what, 15 years.

Mr. Mike Harris: So over that time frame?

Ms. Nadia Campion: Over that time frame, that’s right.

Mr. Mike Harris: Okay, thank you.

Ms. Nadia Campion: MPP Harris, I think what I would probably say and what Mary would say, and has said in her testimony, is that in an ideal world, he would have maintained better records, but he did not. And she is now left to deal with that. All she’s asking for is to have her opportunity to have her day in court and her story heard. The only way that happens is through the revival of this corporation, because there would otherwise be a standing issue or challenge.

Mr. Mike Harris: Thank you.

The Acting Chair (Mr. Logan Kanapathi): We’ll go to MPP West.

Mr. Jamie West: I read through this several times, because it seems like a very large issue. Then I have a question for leg. counsel. I believe—I’ll just back up a little bit. I live in Sudbury. I was at the ribbon cutting for Iamgold. I’ve met with the investors before Iamgold was—it’s a big deal in northern Ontario. I probably know a lot of people at Iamgold. I was at the ribbon cutting with MPP Yakabuski, the Premier; the Prime Minister was there. And a lot of the people I worked with at the Clean AER Project when I was at the smelter at Vale are now working there.

I feel like maybe when I was reading this—I might be getting too far into the weeds. We’re not trying to vote today on if this will be successful or not. All we’re doing is just deciding: Are they eligible to revive a corporation, like every other corporation that comes forward?

Interjection.

Mr. Jamie West: Okay. And then, has that criteria been met for leg. counsel? It looks like it has to me, that there are no claims or bonuses, but I’m just confirming.

Ms. Jennifer Gold: All of the requirements under the standing orders have been met. They have their certificate from the Ministry of Finance that their taxes are in order, and the Ministry of Government and Consumer Services has no issues with the bill.

Mr. Jamie West: Okay, thank you. I have no further questions.

The Acting Chair (Mr. Logan Kanapathi): MPP Smith, please go ahead.

Mr. Dave Smith: My understanding is—and I’m not a lawyer, so please forgive me on this. The dispute for the sale of the royalty is whether it should have taken place under the Escheats Act, 2015, or the Forfeited Corporate Property Act, 2015. Is that correct? What’s the difference between the two?

Ms. Nadia Campion: That is correct. The difference is the—it comes down to the question of authority. Did the PGT have the authority to sell this royalty, or did the authority vest in the Minister of Economic Development under the Forfeited Corporate Property Act? There is a very significant difference between those two.

In part, under the Forfeited Corporate Property Act, there is a mechanism through which you can apply to the minister in order to relieve the forfeiture and have the property returned to the original owner—in this case, the company. What would happen is that the shares in that company would revert, then, to the family, who are the beneficiaries of Bruce’s estate. So there is a very significant issue here in terms of a statutory interpretation. It’s something where I think there is some benefit in having the court review and determine what the right process is, because those two acts, MPP Smith, came into effect at the same time, and they have different purposes. There’s a question here as to where forfeited corporate property resides: Is it under the Estates Act or is it under the Forfeited Corporate Property Act? As MPP West has pointed out and legislative counsel has confirmed, that’s not really an issue for this committee to determine. It’s certainly an issue that the court will have some interest in considering, and that, in and of itself, will give clarity around how these statutes are to be interpreted and applied.

Beyond the access-to-justice issue related to Mary Young, there is even a bigger public policy issue here, where the court will have an opportunity—for the first time. This has never been done before. For the first time, the court will have the opportunity to consider these very complex and detailed statutes.

Mr. Dave Smith: Where I’m struggling on it—and I will be honest: I am struggling. I’ve gone through this a number of times. The company dissolved in 1989.

Ms. Nadia Campion: That’s right.

Mr. Dave Smith: The property, whatever assets, reverted back to the crown in 1989. There’s a potential dispute on legislation that was introduced in 2015 on how it should have been disbursed.

What’s a reasonable timeline for property to be reverted back to the crown before someone can come forward and say, “Hold on, I did something wrong,” or “Somebody did something wrong a number of years ago”? What’s a reasonable timeline, then, for the government to come forward and say, “We can now divest ourselves of” whatever that asset may be? What would be reasonable?

Ms. Nadia Campion: That’s a very good question, MPP Smith, and one that there is an answer to, and it’s this: It’s very fact-specific. In this case, the government itself did not know that it was in possession of forfeited corporate property until Iamgold got in touch with the PGT. The reason for that is because, of course, there are all kinds of public documents that say that this royalty belongs to the Young family. As a result of that, I don’t think there was any reason why the Young family would think that somehow this royalty was in jeopardy.

Mr. Dave Smith: Except that their company dissolved in 1989.

Ms. Nadia Campion: But Mary Young did not know that, and Bruce died.

Mr. Dave Smith: But there would have been notification given to Mr. Young, and if he hadn’t updated his information, then we would have sent whatever notices to the last known address that he would have had. And if it wasn’t forwarded to him, wherein does the government have a responsibility there? We’ve reached out and we’ve tried to let you know, based on the last information that you gave. You didn’t update the information. The company was dissolved as a result of that. There was no communication instigated on the part of the owner of the company, and 30-some-odd years later, an issue arises from it.

I come back to: What’s a reasonable timeline, then? What’s a reasonable length of time that the government should look at something and say, “We’ll hold it in escrow, not do anything with it for this period of time, just in case”?

Ms. Nadia Campion: Well, in my view, MPP Smith, at the time that Iamgold approached the government in 2021 to acquire this royalty, somebody ought to have reached out to the Young family, because it was on public record, published in all kinds of reports, which we have cross-examined on, which show and say that this royalty belonged to the Young family. That was never done. So I would say that it’s not a question of what a reasonable period of time is. The question we have to ask ourselves is, when this transaction took place, how come the Young family wasn’t contacted?

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Mr. Dave Smith: They would have been contacted when the company was dissolved, back in 1989.

Ms. Nadia Campion: But the government didn’t even know that there was this asset that was sitting there and had forfeited to the crown.

The Acting Chair (Mr. Logan Kanapathi): MPP Fraser, please go ahead.

Mr. John Fraser: This is a very interesting bill. The reality is, we’re here to decide administratively, through the mandate of this committee, whether the applicant has met the criteria to revive a company, and very clearly, the applicant has done that. What happens outside this room shouldn’t matter to us, going forward—not behind us; going forward.

The Acting Chair (Mr. Logan Kanapathi): MPP Fife.

Ms. Catherine Fife: I was going to make a similar point that MPP Fraser made as well.

Also, we are talking about a generational issue here. Women were not fully engaged in property matters 30, 35 years ago.

There is an opportunity for us to simply follow due course, follow the mandate of this committee, revive this corporation, and then let the courts decide the authority issues that—they have these two duelling pieces of legislation.

MPP Fraser, when you first learned of this, what was the driving force for you to bring this to this committee?

Mr. John Fraser: The applicant, as all applicants do, made a request to revive a company. They had met the criteria. Anyone who comes forward to me who meets that criteria—it’s my responsibility, as a member, to bring that bill forward, I think, if I’m asked to do that. I simply put the bill forward. That’s why the applicant’s representatives are here to answer any questions. I believe that you have to apply administrative law in a way that’s fair and open.

As with our previous applicant, where we had some discussions about why he was doing that or whether he fully understood why he was doing that—the reality is, he met the criteria, and he wanted to do that. It was his right to make that ask of this committee. He met the criteria, and we supported his bill.

I think the role of this committee is one that’s particularly narrow in administrative law. When someone wants to revive a company, there’s a series of criteria they have to meet, and if they meet those criteria—as determined by legislative counsel, as determined by the ministries, which give us advice—then we have to make sure we go through that process and that we’re fair with people. If we get information from legislative counsel or any of the ministries that they haven’t met the criteria, then we can’t pass the bill. It’s that simple.

The Acting Chair (Mr. Logan Kanapathi): MPP Yakabuski.

Mr. John Yakabuski: Thank you very much to MPP Fraser for your guidance.

Also, thank you for joining us today.

I’m not a regular member of this committee, and I am definitely struggling with some of the information. It’s impossible to absorb all of it in a short period of time. So I’m painting myself a picture that may be inaccurate. A company was dissolved in 1989. Mrs. Young was not aware—of course, she has said under oath that she was not aware that it was dissolved—but it had been dissolved. So in 2021, how does—I’m expecting that there was nothing that was coming in the mail to that company, because that company doesn’t exist, according to the records. How did Mrs. Young become aware that the property that her husband was the original prospector of, in the name of a company—how does she even become aware that this situation exists, that that property was forfeited to the crown and then acquired by a different party? How does the original shareholder, or the heir or spouse of the original shareholder, even become aware that this property exists?

In my own head, I’m trying to think: There have been discoveries all through time where somebody is the originator of some invention, then he sells it to IBM, and IBM makes billions of dollars and we read a story about him or her being impoverished. But they have no recourse, because they made a calculated decision. There was a calculated decision here, too, because of unpaid tax.

I’m trying to figure out how the widow of Mr. Young, of Bruce, ever even became aware of this.

Ms. Nadia Campion: Well, because Iamgold’s counsel published, on title, on the public registry notification of the acquisition. That’s how she became aware.

Mr. John Yakabuski: But how would she even know what property that would be?

In fairness, I wouldn’t know the lot and concession number of properties that I might own, so something that’s 30 years old—how would she become aware of that?

Ms. Nadia Campion: Because she was contacted by somebody out west who told her that there had been a notice that was published, and it shows that the royalty that the Young family owned, as we know from a number of reports, had been sold to Iamgold.

Mr. John Yakabuski: So somebody was watching the Young family a lot closer than the Young family.

Ms. Nadia Campion: Well, I think so, but I also would say that how she found out is not relevant, from my perspective, to this application for a revival. These are all issues and questions that will be dealt with in the context of a court case. But that is how she found out.

Mr. John Yakabuski: I just have to say, as someone who just subbed in today because of other issues with other members, it’s going to be very difficult for me to comfortably render any kind of a decision on this, because I’d like to know more about it. I don’t know that we’re going to have time to actually do that—I yield to the Chair—but I am certainly, for one, feeling a bit disadvantaged under these circumstances, to be quite honest with you. They’re complicated; they are.

Ms. Nadia Campion: Imagine how an 88-year-old woman feels when she is facing up against Iamgold.

Mr. John Yakabuski: My mother-in-law is 88, so I can certainly understand how an 88-year-old might feel.

The Acting Chair (Mr. Logan Kanapathi): MPP Smith, please go ahead.

Mr. Dave Smith: I think that what we have seen is that this is a complicated issue. This is not something that is very straightforward. We have had other bills that have come forward that we have deferred for different reasons.

I move that clause-by-clause consideration for Bill Pr63, An Act to revive Superior Corporate Services Limited, be deferred to our next scheduled meeting.

The Acting Chair (Mr. Logan Kanapathi): Before that, we have a couple of members who asked to speak. MPP Fife, please go ahead.

Ms. Catherine Fife: Just a question to legislative counsel: Is there any legal reason why we could not follow through on what the applicant has applied for? I mean, legislative counsel would not bring forward this private member’s bill if we were in a position—

Mr. Dave Smith: They did it earlier.

Ms. Catherine Fife: Please go ahead. Don’t listen to him.

Ms. Jennifer Gold: There have been other similar bills in the past that have been subject to litigation outside of this room, and it has not been a bar to the bill proceeding.

Ms. Catherine Fife: So this committee followed through on its mandate. It didn’t speculate on what may or may not happen in other courts. Is that correct?

Ms. Jennifer Gold: That’s right. The position of our office is that there is a process for private bills. There is an application. Once those requirements are met, that is the only question before this committee, and it is up to the courts to adjudicate on the other question.

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Ms. Catherine Fife: That’s right. So it’s not this committee’s job to adjudicate or speculate on what may or may not happen if we follow through on our mandate, which is to follow legislative counsel’s advice with regard to revitalizing this company. Is that correct?

Ms. Jennifer Gold: That’s my understanding.

Ms. Catherine Fife: Very good.

I do want to point out that the government has actually—the whole issue of disposition of public property is an ongoing issue in the province of Ontario. The government members would know this, because you just introduced a piece of legislation which addressed it in Bill 88. So the speculation of what happened 30 years ago is not something for us to be debating, because we actually have a piece of legislation, which was supported by almost all members of this Legislature, to deal with the disposition of public properties in a very transparent way. We can’t go back 30 years and determine if it was right or wrong. We have a piece of legislation that’s before committee right now to make sure that an issue like this does not happen again.

The Acting Chair (Mr. Logan Kanapathi): MPP Fife, I would like to remind the members that the matter referred to us properly by the House, pursuant to standing order 89, is the bill and its contents. The applicant has met the requirements set out by the relevant standing orders, which include a no-objection certificate issued by the Ministry of Finance. This private bill is not unlike any other seeking corporate revival, and the revived corporation may go on to bid on contracts and engage in civil litigation. The revival will allow all parties to make their cases before the court. That’s the way it stands.

MPP West, please go ahead, sir.

Mr. Jamie West: I’ll be brief, Chair, because I know that we’re limited on time. I share the government’s concerns. I don’t know what happens with something that is more than 30 years old. I don’t know if they’ll be successful in their court case, and I am thankful that it’s not my job to determine that. All I am doing right now is, “Are they able to revive their corporation?” In my opinion, they’ve met the threshold. There’s no reason not to vote for this.

The Acting Chair (Mr. Logan Kanapathi): MPP Smith, please go ahead.

Mr. Dave Smith: Bill Pr54 was brought to us today after it had been deferred. It’s not uncommon for us to do that. We have deferred on multiple occasions in the three years that I have been on this committee. And I go back to the motion that I put forward.

The Acting Chair (Mr. Logan Kanapathi): Okay. Before that, MPP Fraser.

Mr. John Fraser: The last bill that we deferred, we were unsure whether the applicant fully understood what he was doing. That’s why we deferred it. We didn’t defer it on the basis of a lack of information. It’s clear that the criteria are met. And I guess my question to the government is, are you deferring because your intention is to vote against this? It’s a straightforward question.

The Acting Chair (Mr. Logan Kanapathi): MPP Smith.

Mr. Dave Smith: Chair, I move that clause-by-clause consideration for Bill Pr63, An Act to revive Superior Corporate Services Limited, be deferred to our next scheduled meeting. I am asking that we call the question.

Ms. Catherine Fife: Recorded vote, please.

The Chair (Mr. Logan Kanapathi): Is there any further debate on the motion? MPP Yakabuski.

Mr. John Yakabuski: I just want to say, with respect to legislative counsel’s advice and also their information and MPP Fife’s question: If we don’t have any opportunity to discuss, or any need to, if legislative counsel says, as MPP Fife says, “Well, if they meet the criteria, they come here; our job is just to vote on it or rubber-stamp it,” then there’s really not much point in having this committee in the first place. So there is an opportunity for us to actually look at something, ask questions, think about it and, using our judgment, come to a conclusion. I support MPP Smith’s motion in that I’m not ready to do that. I don’t think there’s any—it has been 30 years; actually, 33 years. I think a delay to the next time this committee meets is not an undue hardship on anybody for us to have a chance to think about this in a more detailed fashion.

The Acting Chair (Mr. Logan Kanapathi): MPP Fraser.

Mr. John Fraser: I respect the member’s comments. I don’t know if he has read the changes to the standing orders, but it’s very clear that this committee will be—if it’s passed—not, and many of the bills that we have before us won’t go through this process. The reason for that is that if you meet the criteria—and these things take a while to go through. Then the government has just put forward, saying, “Well, we don’t actually need to do this.” Every once in a while, we do, if there’s contention around the information that we get. But the government has just said in the new standing orders, which won’t take place until after this election, that we wouldn’t be sitting here. Maybe not.

The Acting Chair (Mr. Logan Kanapathi): MPP Fife.

Ms. Catherine Fife: I was going to make the same point as Mr. Fraser, in that—the committee has asked questions. We have heard the counterpoints to the story. And we have heard from counsel for Mary Young. There is a reason why this committee has legislative counsel here. It is an administrative committee whereby an applicant pays $150, is guided through this entire process, follows all the compliance orders—which Mary Young did do. The backstory of what has happened to Mary Young is part of that narrative. But the government members seem very focused on the repercussions of what will happen if we revive this company. I would suggest to you that that is not our job. We are not lawyers. We are legislators who create policies and laws in this province. If you have an issue with the way that public property has been disbursed when taxes are not paid, then we bring legislative options forward to do that. But this is not the place to do that. Mary Young has been denied justice for 30 years, and you’re saying, “Well, what’s another couple of”—it could be longer, 33 years; it could be that before this committee comes back. If the standing orders are in play, then we won’t actually get another opportunity to come here, because the government has changed the rules of the game for this committee already.

The Acting Chair (Mr. Logan Kanapathi): MPP Harris.

Mr. Mike Harris: I just want to make it very, very clear to the members across and anybody who might be watching and to the people who are here today: The changes to the standing orders do not—and I want to be as clear as possible. If the members opposite want to talk about MPP Yakabuski not reading the standing orders, or the changes, I would highly recommend that they go back and have a look. It absolutely does not preclude a private bill from coming before members of this House. What it does is, it allows bills of a less complicated nature to be moved forward much more expeditiously. With bills of a complicated nature such as this, where there are some lingering questions, there are definitely going to be ramifications when you look at what this could do in the courts, it still will be able to come before a committee, and these questions will still be able to be asked. It just will not be called the private bills and regulations committee anymore.

I move now, Mr. Speaker—

Interruption.

Mr. Mike Harris: That’s very unprofessional.

The Acting Chair (Mr. Logan Kanapathi): We have a motion. Are the members ready to vote?

Mr. Mike Harris: I deem that the question be put on Mr. Smith’s motion, please.

The Acting Chair (Mr. Logan Kanapathi): Any further debate?

Mr. Mike Harris: It has already had an opportunity for debate.

Mr. John Fraser: I just want to make this more painful and extend this a little bit longer for my colleagues across the way.

There’s an argument to be made here that if this bill was to come forward and there was going to be contention around it, it would have been driven by something that went against, administratively, what we are here to do. That’s why it would come forward, so—

The Acting Chair (Mr. Logan Kanapathi): Thank you. Are the members ready to vote on the motion put forward by MPP Smith? All those in—

Interjection.

The Acting Chair (Mr. Logan Kanapathi): A recorded vote has been requested by MPP Fife. Ready to vote?

Ayes

Coe, Harris, Norman Miller, Dave Smith, Wai, Yakabuski.

Nays

Fife, Fraser, West, Yarde.

The Acting Chair (Mr. Logan Kanapathi): Motion carried.

I thank the applicant. Thanks for coming to the committee.

There’s no further business. This committee now stands adjourned. Thank you.

The committee adjourned at 1011.

STANDING COMMITTEE ON REGULATIONS AND PRIVATE BILLS

Chair / Président

Mr. Aris Babikian (Scarborough–Agincourt PC)

Vice-Chair / Vice-Président

Mr. John Fraser (Ottawa South / Ottawa-Sud L)

Mr. Aris Babikian (Scarborough–Agincourt PC)

Mr. Lorne Coe (Whitby PC)

Mr. John Fraser (Ottawa South / Ottawa-Sud L)

Mr. Vincent Ke (Don Valley North / Don Valley-Nord PC)

Ms. Laura Mae Lindo (Kitchener Centre / Kitchener-Centre ND)

Mr. Paul Miller (Hamilton East–Stoney Creek / Hamilton-Est–Stoney Creek ND)

Mr. Billy Pang (Markham–Unionville PC)

Mr. Jeremy Roberts (Ottawa West–Nepean / Ottawa-Ouest–Nepean PC)

Mr. Dave Smith (Peterborough–Kawartha PC)

Mrs. Daisy Wai (Richmond Hill PC)

Mr. Jamie West (Sudbury ND)

Substitutions / Membres remplaçants

Ms. Catherine Fife (Waterloo ND)

Mr. Mike Harris (Kitchener–Conestoga PC)

Mr. Logan Kanapathi (Markham–Thornhill PC)

Mr. Norman Miller (Parry Sound–Muskoka PC)

Mr. John Yakabuski (Renfrew–Nipissing–Pembroke PC)

Mr. Kevin Yarde (Brampton North / Brampton-Nord ND)

Also taking part / Autres participants et participantes

Clerk / Greffier

Mr. Isaiah Thorning

Staff / Personnel

Ms. Jennifer Gold, legislative counsel

Ms. Catherine Oh, legislative counsel