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OCTOBER 14TH, 1913.
IN RE INCORPORATION OF COMPANIES.
Constitutional Law-Incorporation of Companies—“ Provin
cial Objects" - Limitation - Doing Business Beyond the Province-Insurance Company-" Insurance Act, 1910;" 9 & 10 Edw. VII. ch. 32, sec. 3 sub-sec. 3-Enlargement of Company's Powers-Federal Company Provincial Licence-Trading Companies.
By sub-sec. 11, sec. 92, of “The British North America Act, 1867,” the Legislature of any province of Canada has exclusive jurisdiction for “ The Incorporation of Companies with Provincial Objects.”
Held, per FITZPATRICK, C.J., and DAVIES, J., that the limitation defined in the expression “ Provincial Objects” is territorial and also has regard to the character of the powers which may be conferred on companies locally incorporated.
Held, per IDINGTON, DUFF, ANGLIN, and BRODEUR, JJ.: -That such limitation is not territorial but has regard to the character of the powers only.
Held, per FITZPATRICK and DAVIES, JJ.:—That a company incorporated by a provincial Legislature has no power or capacity to do business outside of the limits of the incorporating province, but it may contract with parties residing outside those limits, as to matters ancillary to the exercise of its powers.
Per IDINGTON, ANGLIN, and BRODEUR, JJ.:-Such company has, inherently, unless prohibited by its charter, the capacity to carry on the business for which it was created, in any foreign state or province whose laws permit it to do
Per DUFF, J.: A provincial company may conduct its operations outside the limits of the province creating it, so long as its business, as a whole, remains provincial.
Held, per FITZPATRICK, C.J. and DAVIES, J., that a corporation constituted by a provincial Legislature with power to carry on a fire insurance business with no limitation as to locality has no power or capacity to make and execute contracts for insurance outside of the incorporating province, or for insuring property situate outside thereof.
Per IDINGTON, DUFF, ANGLIN, and BRODEUR, JJ.:Such a company has power to insure property situate within or without the incorporating province and to make contracts within or without, the same to effect any such insurance. In respect to all such contracts, it is not material whether the owner of the property insured is, or is not, a citizen or resident of the incorporating province.
Held, per FITZPATRICK, C.J. and DaVIES, J. SA provincial fire insurance company may make contracts and insure property throughout Canada by availing itself of the provisions of sec. 3, sub-sec. 3, of 9 & 10 Edw. VII. ch. 32 (“The Insurance Act. 1910") which is intra vires of the Parliament of Canada.
Per DUFF, and BRODEUR, JJ.:Such enactment is ultra vires of Parliament.
Per IDINGTON, J.: Part of said sub-section may be intra vires, but the last part providing for a Dominion license to local companies is not.
Per ANGLIN, J.:-The said enactment is ultra vires, except in so far as it deals with companies incorporated by or under Acts of the Legislature of the late province of Canada.
Held, that the powers of a company incorporated by a provincial Legislature cannot be enlarged, either as to locality or objects, by the Dominion Parliament, nor by the Legislature of another province.
Held, per FITZPATRICK, C.J. and DAVIES. :—The Legislature of a province has no power to prohibit companies incorporated by the Parliament of Canada from carrying on business within the province, without obtaining a license so to do from the provincial authorities and paying fees therefor, unless such license is imposed in exercise of the taxing power of the province. And only in the same way can the Legislature restrict a company incorporated for the purpose of trading throughout the Dominion in the exercise of its special trading powers, or limit the exercise of such powers within the province. DUFF and BRODEUR, JJ. contra.
Per IDINGTON, J.:-A company incorporated by the Dominion Parliament in carrying out any of the enumerated powers contained in sec. 91, and a company incorporated for the purpose of trading throughout the Dominion cannot be prohibited by a provincial Legislature from carrying on business, or restricted in the exercise of its powers, within the province, except by exercise of the exclusive jurisdiction to make laws in relation to “ direct taxation within the province.” But a company incorporated under the general powers of Parliament must conform to all the laws of a province in which it seeks to do business.
Per ANGLIN, J. The provincial Legislature may impose a license and exact fees from any Dominion company, if the object be the raising of revenue, or obtaining of information," for provincial, local or municipal purposes,” but not if it is to require the company to obtain provincial sanction or authority for the exercise of its corporate powers. Legislature cannot restrict a company incorporated for the purpose of trading throughout the Dominion in the exercise of its special powers, nor limit the exercise of such powers within the province, nor subject such company to legislation limiting the nature or kind of business which corporations not incorporated by it may carry on or the powers which they may exercise within the province.
Newcombe, K.C., and Atwater, K.C., for AttorneyGeneral of Canada.
Nesbitt, K.C., Lafleur, K.C., Aimé Geoffrion, K.C., and Christopher C. Robinson, for Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Manitoba.
S. B. Woods, K.C., for Alberta and Saskatchewan.
Chrysler, K.C., for Manufacturers' Association of Canada.
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The care and thoroughness called for in the preparation of a work of so technical a nature as the present volume is stupendous, and when the value and prestige of a trade mark is considered in relation to large mercantile and other concerns a work like the present cannot fail to be appreciated by those members of the profession to whom merchants look for advice.
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ume 17, part 3, containing statutes of practical utility_passed in 1913. By W. H. Aggs, M.A., LL.M., of the Inner Temple, Barrister-at-Law. London: Sweet & Maxwell, Ltd., 3 Chancery Lane; Stevens & Sons, Ltd., 119-120 Chancery Lane.
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