STANDING COMMITTEE ON REGULATIONS
AND PRIVATE BILLS

COMITÉ PERMANENT DES
RÈGLEMENTS ET DES PROJETS
DE LOI D’INTÉRÊT PRIVÉ

Wednesday 8 December 2021 Mercredi 8 décembre 2021

1664503 Ontario Inc. Act, 2021

2492725 Ontario Inc. Act, 2021

2238990 Ontario Inc. Act, 2021

Total Pest Management Services Ltd. Act, 2021

Vos Food Store Equipment Ltd. Act, 2021

 

The committee met at 0900 in committee room 1 and by video conference.

The Chair (Mr. Aris Babikian): Good morning. The Standing Committee on Regulations and Private Bills will now come to order. We have MPP Roberts with us here in the room, and virtually, I see MPP West joined us. MPP West, can you identify yourself and your whereabouts?

Mr. Jamie West: Yes, Chair. I am MPP West. I am in my office at Queen’s Park.

The Chair (Mr. Aris Babikian): In addition to MPP West, we have MPP Coe, MPP Wai, MPP Scott and MPP Pang joining us virtually.

We are also joined by staff from legislative counsel, Hansard, and broadcast and recording.

Please speak slowly and clearly and wait until I recognize you before starting to speak. Since it could take a little time for your audio and video to come up after I recognize you, please take a brief pause before beginning. As always, all comments should go through the Chair. Are there any questions before we begin?

MPP Ke, please identify yourself and your whereabouts.

Mr. Vincent Ke: Good morning, Chair. I’m MPP Ke. I am in North York.

The Chair (Mr. Aris Babikian): Thank you.

1664503 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr53, An Act to revive 1664503 Ontario Inc.

The Chair (Mr. Aris Babikian): There are five private bills on the agenda today, which we will consider. You have been provided the private bills.

We will start with the first one, Bill Pr53, An Act to revive 1664503 Ontario Inc., sponsored by MPP Coe. MPP Coe, will you introduce yourself?

Mr. Lorne Coe: I’m MPP Lorne Coe from Whitby, and I’m pleased to move consideration of Bill Pr53, An Act to revive 1664503 Ontario Inc.

I have no further comments at this time. Thank you.

The Chair (Mr. Aris Babikian): Thank you, MPP Coe. Now, I would like to ask the applicant, Mr. Kevin Persaud, to introduce himself.

Mr. Kevin Persaud: Good morning, committee members. My name is Kevin Persaud and I am a representative of 1664503 Ontario Inc. I’m here to address any questions that you may have.

The Chair (Mr. Aris Babikian): Would you like to make any comments before we ask the questioning?

Mr. Kevin Persaud: I don’t have any at this time.

The Chair (Mr. Aris Babikian): Since there are no comments from either the sponsor or the applicant, I’m going to ask if there are any comments from the government side. MPP Roberts.

Mr. Jeremy Roberts: Just wondering—we have a little bit of information. The corporation was dissolved under the Business Corporations Act in 2019, but the applicant is hoping that they can carry on business in the name of the corporation. I’m just wondering, could the applicant provide any information on what the business is and why this particular route is needed to bring this corporation back into being?

The Chair (Mr. Aris Babikian): Excuse me for the interruption. I just want to recognize the presence of MPP Fraser with us in the room today.

Go ahead, please, Mr. Persaud, if you would like to comment on the question.

Mr. Kevin Persaud: Yes, absolutely. The corporation operated a commercial rental property before it was dissolved. The reason why we’re trying to revive it, as opposed to simply opening up a new corporation, is that when the corporation sold the rental property and initially ceased operating the rental business, it used the sale proceeds to purchase some investment securities. The plan was for the corporation to sell those investments before being dissolved, but somehow there was an administrative error by the accountant and the dissolution occurred while the corporation still held the investments. So the corporation has to be revived in order to deal with those investments that it held at the time of dissolution.

Mr. Jeremy Roberts: Okay. I appreciate that information. Thank you.

Mr. Kevin Persaud: No problem.

The Chair (Mr. Aris Babikian): Any other comments or questions from the committee members? I see none. Are the members ready to vote? Yes? Okay. I’m going to put the question. The question is in regard to Bill Pr53, An Act to revive 1664503 Ontario Inc.

Shall section 1 carry? Any debate? I see none. Are we ready to vote? All in favour, please raise your hand. Any opposition? Section 1 carried.

Shall section 2 carry? Any debate? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, section 2 carried.

Shall section 3 carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Thank you. Section 3 carried.

Shall the preamble carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? The title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

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2492725 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr54, An Act to revive 2492725 Ontario Inc.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr54, An Act to revive 2492725 Ontario Inc., sponsored by MPP Kevin Yarde. I believe, MPP West, you’re going to comment on the bill instead of MPP Yarde. Go ahead, please.

Mr. Jamie West: Thank you, Chair. MPP Yarde wasn’t available this morning.

I move considering of Bill Pr45, An Act to revive 2492725 Ontario Inc. I have no further comments at this time.

The Chair (Mr. Aris Babikian): Okay. The applicant is Omar Abujebbeh. Mr. Abujebbeh, would you like to have any comments? First of all, for the record, please introduce yourself, and after that, I will give you an opportunity to make a statement.

Mr. Omar Abujebbeh: My name is Omar Abujebbeh, and I’m here to revive my corporation, 2492725 Ontario Inc.

The Chair (Mr. Aris Babikian): Would you like to make any comments for the committee?

Mr. Omar Abujebbeh: No, sir, thank you.

The Chair (Mr. Aris Babikian): Okay. Any other comments? If none, we will move to put the question.

Interjection.

The Chair (Mr. Aris Babikian): Yes, MPP Roberts, please go ahead.

Mr. Jeremy Roberts: Thank you, Chair. Just a couple of questions for the applicant. I’m sorry—in reading the summary, it sounds like your business really struggled during COVID. I know it was a tough time for many across the province.

A couple of questions: Your application says that there were debts owing at the time that the corporation was dissolved. I’m just wondering if you can elaborate on that. Are there still debts owing or was that part of the reason why the corporation was dissolved?

And then my second question is just around—you discuss a desire to apply for grants. I’m just wondering if you have a sense on what sorts of grants you’re looking to apply for. Any information would be much appreciated.

The Chair (Mr. Aris Babikian): Mr. Abujebbeh, go ahead. The floor is yours.

Mr. Omar Abujebbeh: My corporation suffered too much after COVID-19. Because of that, I left my store. I locked it during the lockdown. I lost a lot. So I tried to revive my corporation, this one, because the government promised that it will help those who were affected during COVID. Myself alone, I don’t have capital. I cannot start alone. So I needed some help—loans, grants, anything, from banks, from the government—so I can start my work again. Until now, I am still suffering, me and my wife. My wife is still depressed because until now she could not find a suitable job.

So I want to start my corporation again, because I closed it because of COVID. I could do a new corporation, but this one—I locked it down because of COVID. The government promised that it will help those who were suffering because of COVID, so I might get some loans, grants, anything to start, again, my job. That’s why.

The Chair (Mr. Aris Babikian): Thank you, Mr. Abujebbeh.

Any other comments or questions? MPP Roberts.

Mr. Jeremy Roberts: Just again, Chair, on the first question: I guess my concern here is, if there were debts owing prior to dissolution and then we revive the corporation, there are still creditors there that would be looking to get those debts paid. So I’m just curious, again, were there still debts outstanding when the corporation was dissolved?

Mr. Omar Abujebbeh: No, sorry. I made a personal consumer proposal. I worked out all my debt. I paid my proposal. Now I am clear, regarding the debt. I don’t owe anything to anybody. I made a personal consumer proposal because I had a lot of debt at that time. I could not pay it alone.

Mr. Jeremy Roberts: Okay.

The Chair (Mr. Aris Babikian): Any other comments or questions? I see none, so I’m going to put the question.

Interjection.

The Chair (Mr. Aris Babikian): Sorry, MPP Roberts. Go ahead.

Mr. Jeremy Roberts: Sorry, Chair. I feel like we perhaps need a little bit more information, just from the applicant. I’d just like to be very sure that, again, we aren’t reviving a corporation that was in a position of financial difficulty when there’s not necessarily a plan in place beyond applying for government grants.

Perhaps, Chair, if I could recommend—perhaps the applicant could do a little bit more research on a couple of the programs he would like to apply for and perhaps come back to the committee in the new year with some more information, just specifying again that there were no creditors left unpaid before dissolution and perhaps also just a bit of information on what specific grants, etc., they plan to apply for in the new year. I just worry it would be irresponsible of us to revive a corporation that we’re a still a bit unsure on their status.

The Chair (Mr. Aris Babikian): Thank you, MPP Roberts. MPP Fraser, the floor is yours.

Mr. John Fraser: Chair, I think we should explore this a bit more, right here, right now, because we’re looking at three months down the road, literally.

And so, what I think the committee needs to understand from you, sir, is the nature of you clearing your debts. You described it as a personal—I’m sorry, I missed it. How did you clear your debts?

Mr. Omar Abujebbeh: I made a consumer proposal.

Mr. John Fraser: A consumer proposal.

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: If I can ask, how much debt did you settle?

Mr. Omar Abujebbeh: I think it was $79,000.

Mr. John Fraser: Thirty-nine thousand dollars.

Mr. Omar Abujebbeh: Seventy-nine.

Mr. John Fraser: Seventy-nine thousand dollars. So you cleared all that debt and you did that by a consumer proposal, which I assume was paying a part of that debt. Or was it paying the debt over a period of time?

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay.

Mr. Omar Abujebbeh: Yes, they gave me six years to pay. I think instead of paying $79,000, they let me pay $13,000.

Mr. John Fraser: Fifteen thousand?

Mr. Omar Abujebbeh: Thirteen—$13,500. Thirteen, one three.

Mr. John Fraser: One three?

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay.

Mr. Omar Abujebbeh: Yes, $13,000. And it’s $250 every month.

Mr. John Fraser: And you have to continue to pay that $250 every month until you get to—

Mr. Omar Abujebbeh: Yes, $250 for six years.

Mr. John Fraser: Oh, $250 for six years.

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay. What I need to understand, sir—have you got advice? It’s too bad your sponsor is not here, but have you got advice in terms of what opening up this corporation will mean to you and the personal contract that you made to settle that debt? Did you get any advice in that regard?

I think what my colleague is trying to say, because we don’t want to put you or your business in a bad position—I’m not as worried about your creditors, because you settled with them. But when you open up that corporation again, have you got any advice as to what that’s going to mean for you personally? What advice did you get to open up this corporation? Because I’m concerned, I think as my colleague is, about the risk to you and your personal settlement, that that may be changed because you open up your old company. Is that clear? Did you speak to a lawyer about this?

Mr. Omar Abujebbeh: No.

Mr. John Fraser: No. See, I think my colleague is right, sir, because there may be—I don’t know; I’m not a lawyer. Maybe I’ve got some colleagues in the room or on the call who are, but if you’ve come to a settlement with regard to your debt in a particular corporation and you dissolve that corporation—

The Chair (Mr. Aris Babikian): MPP Fraser, I would like to call the legislative counsel to give us some kind of feedback. Please go ahead, legislative counsel.

Ms. Catherine Oh: Hi, this is legislative counsel. I just wanted to bring your attention to—the bill itself states, and the wording is standard in all private bill revivals—sorry, I apologize for the noise in the background. The bill says that the corporation “is revived and is ... subject to all its liabilities, contracts, disabilities and debts ... in the same manner and to the same extent as if it had not been dissolved.”

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The revival of the corporation doesn’t affect the legal position that it was in. It’s as if dissolution had never happened. So the extent that there were any outstanding debts at the time of dissolution—those would still exist once the corporation has been revived, and everything else about the position should be the same, according to the text of the bill.

I’m not sure if this is helpful to your current question, but I wanted to point that out.

Mr. John Fraser: Yes. I guess, then, the next question becomes, again—

The Chair (Mr. Aris Babikian): MPP Fraser. Yes, go ahead.

Mr. John Fraser: I don’t mean to parse things here, but did the dissolution take place before or after the deal was reached? I understand what you’re saying, counsel, but what I’m really concerned about for our applicant is that he doesn’t put himself in a bad position, and I’m not entirely comfortable right now that he’s not going to.

I guess the question to counsel is, if he reopens this corporation, and the resolution for the debt was post the dissolution of this corporation, would the debts that were outstanding, which were resolved after, be opened up again? Does that make sense?

The Chair (Mr. Aris Babikian): Legislative counsel?

Ms. Catherine Oh: I can’t answer that question. I don’t know the specific situation of the corporation. I don’t think I can answer that.

Mr. John Fraser: Okay.

Sir, I have to agree with my colleague. I think that you need to get the advice of a lawyer to ensure that you are not putting yourself at any further risk of debt because of some loophole in the law. Although I’d really like you to be able to have this resolved today, I’m not convinced it would be in your best interests yet. I’m not entirely sure. It may be better for you, sir, to begin a new corporation, to just reincorporate yourself. I know it’s at some expense, but you need to get the advice of somebody who understands this law who will make sure that you and your family are protected.

The Chair (Mr. Aris Babikian): Any other comments or questions? I see—

Mr. John Fraser: I think the applicant, sir.

Mr. Omar Abujebbeh: Protection regarding what? Now, I am free of debt. I cleared all my debt, nothing left. So for me, it was the old corporation, this one, because it was closed because of COVID, if I want to apply for a loan from a bank, maybe they will help, because they said that they will help those who were affected because of COVID, and it was. If I open a new corporation, I think it will be very hard for me to get a loan from a bank to restart. By myself, I cannot restart again. I have no money to restart. I need the loan to start again. So with this corporation, because it was closed because of COVID, and it was the only reason for that, maybe I might get a loan from a bank or from the government to start again my corporation or my work, to open again my store.

The Chair (Mr. Aris Babikian): MPP Fraser, go ahead—MPP Roberts, sorry.

Mr. Jeremy Roberts: No, no, please.

The Chair (Mr. Aris Babikian): Okay, MPP Fraser, the floor is yours.

Mr. John Fraser: Yes, I think the sponsor of the bill, unfortunately—Jamie? That’s who I was going to ask. I know that—

The Chair (Mr. Aris Babikian): MPP West, you have the floor.

Mr. Jamie West: Thank you, Chair. I was just waiting to be unmuted.

I don’t have the details that MPP Roberts and MPP Fraser brought up. I just had a brief conversation with MPP Yarde, who wasn’t available to come last minute and asked if I could move this forward.

I think what they’re trying to bring up to you, Mr. Abujebbeh—apologies if I mispronounced that—is that we could be reinstating this business for you and you could be liable for that $70,000 worth of loans. We’re weighing that against the likelihood that it might help you get a loan or a grant from the government, and it’s a “might.” You might be able to get a loan; you might be able to get a grant. And so, I don’t think the concern is about reviving the corporation; it’s if we revive the corporation, do we put you in a worse circumstance than you are right now, where you’re on the hook for the $70,000 that you owed before. I think what we’re suggesting is that you get professional advice about what will happen. I know it creates a delay in reviving the corporation, but I think the concern really is that you may be better off to have the delay than to be on the hook for all of that money that you’re currently paying off at a lower rate.

The Chair (Mr. Aris Babikian): I have MPP Roberts who wants to make a comment. MPP Roberts, the floor is yours.

Mr. Jeremy Roberts: I would like to again thank the applicant for bringing this forward. As with my two colleagues, I would recommend that you get some legal advice to make sure that you aren’t putting yourself in a potentially worse situation and also perhaps get some more information about what grants are available that you might be eligible for. I’m sure your local MPP and MP’s offices can help you investigate that.

At this time, Chair, I would propose that we seek consent to reconsider this at our next scheduled meeting, at which time hopefully the applicant can make sure that they’ve double-checked this with some legal advice.

The Chair (Mr. Aris Babikian): Any further comments on MPP Roberts’s suggestion for consent to defer the question? MPP West.

Mr. Jamie West: Chair, I’m just wondering—maybe the Clerk can provide the information—if we were called back to discuss other business after the House rises, would we be able to consider this as well?

The Chair (Mr. Aris Babikian): Yes.

So the question is still on the floor. MPP Roberts is asking for consent to defer this bill to another meeting. Any comments from the committee members? If not, in that case, I’m going to ask you, is there an agreement on MPP Roberts’s question for deferral? Yes.

Mr. Abujebbeh, thank you very much for presenting your case today. The committee agreed to defer the issue to another meeting, so the committee Clerk will contact you to work out the details with you. This bill is deferred now. Thank you very much, Mr. Abujebbeh, for coming.

2238990 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr56, An Act to revive 2238990 Ontario Inc.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr56, An Act to revive 2238990 Ontario Inc. The sponsor is MPP Daisy Wai. MPP Wai, introduce yourself and, afterwards, if you have any comments you would like to make.

Mrs. Daisy Wai: This is MPP Daisy Wai for Richmond Hill. I am bringing forward An Act to revive 2238990 Ontario Inc. I understand that they dissolved this by mistake. I would like to hear from them and then also seek for our colleagues to consider their application. Thank you.

The Chair (Mr. Aris Babikian): Thank you very much. The applicant is Mr. Chad Finkelstein. Mr. Finkelstein, please introduce yourself.

Mr. Chad Finkelstein: Thank you so much, everybody, for giving me the opportunity to make submissions this morning. My name is Chad Finkelstein. I’m a partner with the law firm of Dale and Lessmann in Toronto. We are legal counsel to the subject corporation. As MPP Wai had indicated a moment ago, this is the result of an unfortunate miscommunication and an involuntary dissolution—I should say, a voluntary dissolution of the corporation.

0930

By way of background, our firm has been legal counsel for more than a decade for well-known restaurant chain in the province. The president of that company passed away in February of 2020, an individual named Steven Drexler. I had known Steve very well. I hadn’t known his widow, Pamela Drexler. I had never met her. I reached out to her following the funeral and offered my assistance on a pro bono basis, in any way that I could to help her out.

I was never legal counsel to Steven Drexler or any of his companies. Subsequently, I learned from Ms. Drexler several months later that he had three companies, two of which were dormant and one of which was active and held his shares in a variety of corporations that owned restaurants and bars in the city. Ms. Drexler asked us to dissolve the inactive entities. I wasn’t aware of any of the entities named, because we had never represented them, so I wasn’t aware when she instructed to us dissolve, accidentally, the active holding company, which we did.

Only after it being dissolved did she and her accountant bring to our attention that the company, which held all of the shares and basically which comprised the estate, so to speak, didn’t exist anymore. This was in late July 2021. We became aware of it in early August 2021 and immediately initiated this process to have the corporation reinstated.

Our urgency is that we really need it to be reinstated by the end of this calendar year, so that way a dividend can be declared and distributed to her. She’s a widow. She has had no familiarity or experience with this process. This is a completely different language to her. We are helping out on a completely pro bono basis, just to provide some support to the widow of a friend and mentor of mine and a valued client of our firm. So that’s the context and that’s the nature of the urgency. We really just need to get her an opportunity to receive a dividend validly before this calendar year is out.

The Chair (Mr. Aris Babikian): Thank you, Mr. Finkelstein.

Any comments? Any questions from the committee members? No comments? MPP Wai, go ahead. The floor is yours.

Mrs. Daisy Wai: I express my condolences to the widow, and I understand the concerns that she is facing. It’s very nice of you to do this on a pro bono basis and to help her. Usually, we cannot proceed with this so quickly, and I understand that you have to process it within the calendar year, so that you can disburse and complete what you have to do, whether it’s tax or whether it is—sorry, you were saying that you have to disburse—

Mr. Chad Finkelstein: To distribute a dividend, so she can actually get some money, compared to no money.

Mrs. Daisy Wai: A dividend. I see. I have no questions on that. Thank you very much for explaining it clearly for us.

Mr. Chad Finkelstein: Thank you.

The Chair (Mr. Aris Babikian): Any other comments or questions? If not, I’m going to put the question. Bill Pr56, An Act to revive 2238990 Ontario Inc.: Any debate? None.

Shall section 1 carry? Any debate? Any questions? Seeing none, are we ready to vote? All in favour of section 1, please raise your hand. Any opposition? Seeing none, section 1 is carried.

We move to section 2. Shall section 2 carry? Any debate, any questions? None. I’m going to put the question. All in favour of approving section 2, please raise you hand. Any opposition? Section 2 is carried.

Section 3: Any questions? Any debate? Shall section 3 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carried.

Shall the preamble of the bill carry? Any debate? Any questions? Seeing none, all in favour of the preamble, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title of the bill carry? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none, the title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Thank you very much. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none, I will do so. I will report the bill to the House.

Thank you, Mr. Finkelstein. You are free to leave.

Mr. Chad Finkelstein: Thank you. Sorry, if I may just ask one question. In 16 years of practising corporate law, this is my first time dealing with a voluntary dissolution and this process. What is the next step? Do we now receive articles of revival? Is there somewhere that I have to apply for that? Is that now permitted?

The Chair (Mr. Aris Babikian): The Clerk of the Committee will contact you with the details.

Mr. Chad Finkelstein: Thank you. That’s great.

Thank you all so much for your time today.

The Chair (Mr. Aris Babikian): Thank you.

Total Pest Management Services Ltd. Act, 2021

Consideration of the following bill:

Bill Pr57, An Act to revive Total Pest Management Services Ltd.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr57, An Act to revive Total Pest Management Services Ltd. The sponsor is MPP Dave Smith. I see MPP Roberts is going to fill in for MPP Smith. MPP Roberts, please identify yourself. If you have any comments, go ahead.

Mr. Jeremy Roberts: Thank you, Chair. Unfortunately, MPP Smith couldn’t be here with us, and so I will move consideration of Bill Pr57, An Act to revive Total Pest Management Services Ltd.

The Chair (Mr. Aris Babikian): Thank you. We move to the applicant, Mr. Gregory Parker. Please identify yourself and opening statement or remarks, if you wish to do so.

Mr. Gregory Parker: Good morning, Chair and committee members. I am the solicitor for Total Pest Management Services Ltd., the applicant on the bill.

The corporation was voluntarily dissolved on September 28, 2020, and satisfied all debts and taxes owing at the time. However, subsequently, it was discovered by our office that there was actually a piece of real property that was owned by the corporation and still remains on title as owned by the corporation; the accountants had it being owned by a separate corporation. Therefore, we require and request the revival of the corporation so that our client can deal with that real property. They have a pending verbal sale of that property, but they don’t have the authority, obviously, to transact on behalf of the corporation, given its previous dissolution. Therefore, that is the reason why we’re seeking the revival.

The Chair (Mr. Aris Babikian): Thank you, Mr. Parker. Any comments or questions from the committee members?

Mr. Jeremy Roberts: No comments, Chair.

The Chair (Mr. Aris Babikian): No comments? Thank you.

I’m going to put the question. We are addressing the issue on the table, on the agenda: Bill Pr57, An Act to revive Total Pest Management Services Ltd.

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Shall section 1 carry? Any comments? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, section 1 is carried.

Section 2: Shall section 2 carry. Any comments? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, section 2 is carried.

Section 3: Shall section 3 carry? Any questions? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carried.

We move to the preamble now. Shall the preamble carry? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title of the bill carry? Any questions? Any debate? Seeing none, all in favour of the title, please raise your hand. Any opposition? Seeing none, the title of the bill is carried.

Shall the bill carry? Any questions? Any debate? I am going to put the question: Shall the bill carry? All in favour, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any comments? All in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

Thank you, Mr. Parker, for joining us today and sharing your input. You’re free to go. The Clerk will contact you for the follow-up details.

Mr. Gregory Parker: Very good. Thank you, sir.

Vos Food Store Equipment Ltd. Act, 2021

Consideration of the following bill:

Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

The Chair (Mr. Aris Babikian): We move on now to Bill Pr58, An Act to revive Vos Food Store Equipment Ltd. The sponsor is MPP Will Bouma, and MPP Roberts is going to make an opening statement. MPP Roberts, please identify yourself and follow up with your comment or statement.

Mr. Jeremy Roberts: Unfortunately, MPP Bouma couldn’t be here this morning, so I will move consideration of Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

The Chair (Mr. Aris Babikian): Thank you. The applicant is Joel Rose. Mr. Rose, please identify yourself, and if you would like to make a statement, go ahead.

Mr. Joel Rose: Okay, I will. Thank you for the opportunity. My name is Joel Rose and I’m representing Vos Food Store Equipment Ltd. for its revival. I’m a partner at a law firm called Aird Berlis and I have been representing them for the better part of 20 years. Unfortunately, the company had financial problems around 2015-16; the decision was made to terminate the business. They paid all their liabilities, including tax; settled with their employees; and subsequently provided instructions to me in 2020 to file for articles of dissolution.

I was receiving my instructions from corporate counsel at the parent company, and it turned out that the tax people in the organization were dealing with an outstanding matter with the CRA. As you know, once a company is dissolved, you have no status to deal with the CRA. We want to complete the proceeding with the CRA. It is beneficial to our client, and accordingly, we are, with respect, making application today for the revival of the subject company.

Thank you for giving me an opportunity to provide an opening statement.

The Chair (Mr. Aris Babikian): Thank you very much, Mr. Rose. Any comments or any questions from the committee members? I see none. We’re going to move on with the question. It is Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

Section 1: Shall section 1 carry? Any comments? Any debate? Seeing none, are we ready to vote? All in favour of section 1, please raise your hand. Any opposition? Seeing none, section 1 carries.

Shall section 2 carry? Any debate? Any comments? Seeing none, I’m going to put the question: Shall section 2 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 2 carries.

Section 3: Shall section 3 carry? Any questions? Any debate? Seeing none, shall section 3 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carries.

Shall the preamble carry? Any questions? Any debate? Seeing none, all in favour of the preamble, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title carry? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none. The title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, all in favour of the bill, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

Thank you, Mr. Rose, for your presence here today with us, your input and shedding light on the background of the corporation. You’re free to leave.

Mr. Joel Rose: Thanks for the opportunity.

The Chair (Mr. Aris Babikian): Our Clerk will contact your office with further details. Thank you very much.

Colleagues, there being no further business, this committee now stands adjourned.

The committee adjourned at 0950.

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. Laurie Scott (Haliburton–Kawartha Lakes–Brock PC)

Clerk / Greffier

Mr. Isaiah Thorning

Staff / Personnel

Ms. Catherine Oh, legislative counsel

T005 - Wed 8 Dec 2021 / Mer 8 déc 2021

STANDING COMMITTEE ON REGULATIONS
AND PRIVATE BILLS

COMITÉ PERMANENT DES
RÈGLEMENTS ET DES PROJETS
DE LOI D’INTÉRÊT PRIVÉ

Wednesday 8 December 2021 Mercredi 8 décembre 2021

1664503 Ontario Inc. Act, 2021

2492725 Ontario Inc. Act, 2021

2238990 Ontario Inc. Act, 2021

Total Pest Management Services Ltd. Act, 2021

Vos Food Store Equipment Ltd. Act, 2021

 

The committee met at 0900 in committee room 1 and by video conference.

The Chair (Mr. Aris Babikian): Good morning. The Standing Committee on Regulations and Private Bills will now come to order. We have MPP Roberts with us here in the room, and virtually, I see MPP West joined us. MPP West, can you identify yourself and your whereabouts?

Mr. Jamie West: Yes, Chair. I am MPP West. I am in my office at Queen’s Park.

The Chair (Mr. Aris Babikian): In addition to MPP West, we have MPP Coe, MPP Wai, MPP Scott and MPP Pang joining us virtually.

We are also joined by staff from legislative counsel, Hansard, and broadcast and recording.

Please speak slowly and clearly and wait until I recognize you before starting to speak. Since it could take a little time for your audio and video to come up after I recognize you, please take a brief pause before beginning. As always, all comments should go through the Chair. Are there any questions before we begin?

MPP Ke, please identify yourself and your whereabouts.

Mr. Vincent Ke: Good morning, Chair. I’m MPP Ke. I am in North York.

The Chair (Mr. Aris Babikian): Thank you.

1664503 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr53, An Act to revive 1664503 Ontario Inc.

The Chair (Mr. Aris Babikian): There are five private bills on the agenda today, which we will consider. You have been provided the private bills.

We will start with the first one, Bill Pr53, An Act to revive 1664503 Ontario Inc., sponsored by MPP Coe. MPP Coe, will you introduce yourself?

Mr. Lorne Coe: I’m MPP Lorne Coe from Whitby, and I’m pleased to move consideration of Bill Pr53, An Act to revive 1664503 Ontario Inc.

I have no further comments at this time. Thank you.

The Chair (Mr. Aris Babikian): Thank you, MPP Coe. Now, I would like to ask the applicant, Mr. Kevin Persaud, to introduce himself.

Mr. Kevin Persaud: Good morning, committee members. My name is Kevin Persaud and I am a representative of 1664503 Ontario Inc. I’m here to address any questions that you may have.

The Chair (Mr. Aris Babikian): Would you like to make any comments before we ask the questioning?

Mr. Kevin Persaud: I don’t have any at this time.

The Chair (Mr. Aris Babikian): Since there are no comments from either the sponsor or the applicant, I’m going to ask if there are any comments from the government side. MPP Roberts.

Mr. Jeremy Roberts: Just wondering—we have a little bit of information. The corporation was dissolved under the Business Corporations Act in 2019, but the applicant is hoping that they can carry on business in the name of the corporation. I’m just wondering, could the applicant provide any information on what the business is and why this particular route is needed to bring this corporation back into being?

The Chair (Mr. Aris Babikian): Excuse me for the interruption. I just want to recognize the presence of MPP Fraser with us in the room today.

Go ahead, please, Mr. Persaud, if you would like to comment on the question.

Mr. Kevin Persaud: Yes, absolutely. The corporation operated a commercial rental property before it was dissolved. The reason why we’re trying to revive it, as opposed to simply opening up a new corporation, is that when the corporation sold the rental property and initially ceased operating the rental business, it used the sale proceeds to purchase some investment securities. The plan was for the corporation to sell those investments before being dissolved, but somehow there was an administrative error by the accountant and the dissolution occurred while the corporation still held the investments. So the corporation has to be revived in order to deal with those investments that it held at the time of dissolution.

Mr. Jeremy Roberts: Okay. I appreciate that information. Thank you.

Mr. Kevin Persaud: No problem.

The Chair (Mr. Aris Babikian): Any other comments or questions from the committee members? I see none. Are the members ready to vote? Yes? Okay. I’m going to put the question. The question is in regard to Bill Pr53, An Act to revive 1664503 Ontario Inc.

Shall section 1 carry? Any debate? I see none. Are we ready to vote? All in favour, please raise your hand. Any opposition? Section 1 carried.

Shall section 2 carry? Any debate? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, section 2 carried.

Shall section 3 carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Thank you. Section 3 carried.

Shall the preamble carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title carry? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? The title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any debate? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

0910

2492725 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr54, An Act to revive 2492725 Ontario Inc.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr54, An Act to revive 2492725 Ontario Inc., sponsored by MPP Kevin Yarde. I believe, MPP West, you’re going to comment on the bill instead of MPP Yarde. Go ahead, please.

Mr. Jamie West: Thank you, Chair. MPP Yarde wasn’t available this morning.

I move considering of Bill Pr45, An Act to revive 2492725 Ontario Inc. I have no further comments at this time.

The Chair (Mr. Aris Babikian): Okay. The applicant is Omar Abujebbeh. Mr. Abujebbeh, would you like to have any comments? First of all, for the record, please introduce yourself, and after that, I will give you an opportunity to make a statement.

Mr. Omar Abujebbeh: My name is Omar Abujebbeh, and I’m here to revive my corporation, 2492725 Ontario Inc.

The Chair (Mr. Aris Babikian): Would you like to make any comments for the committee?

Mr. Omar Abujebbeh: No, sir, thank you.

The Chair (Mr. Aris Babikian): Okay. Any other comments? If none, we will move to put the question.

Interjection.

The Chair (Mr. Aris Babikian): Yes, MPP Roberts, please go ahead.

Mr. Jeremy Roberts: Thank you, Chair. Just a couple of questions for the applicant. I’m sorry—in reading the summary, it sounds like your business really struggled during COVID. I know it was a tough time for many across the province.

A couple of questions: Your application says that there were debts owing at the time that the corporation was dissolved. I’m just wondering if you can elaborate on that. Are there still debts owing or was that part of the reason why the corporation was dissolved?

And then my second question is just around—you discuss a desire to apply for grants. I’m just wondering if you have a sense on what sorts of grants you’re looking to apply for. Any information would be much appreciated.

The Chair (Mr. Aris Babikian): Mr. Abujebbeh, go ahead. The floor is yours.

Mr. Omar Abujebbeh: My corporation suffered too much after COVID-19. Because of that, I left my store. I locked it during the lockdown. I lost a lot. So I tried to revive my corporation, this one, because the government promised that it will help those who were affected during COVID. Myself alone, I don’t have capital. I cannot start alone. So I needed some help—loans, grants, anything, from banks, from the government—so I can start my work again. Until now, I am still suffering, me and my wife. My wife is still depressed because until now she could not find a suitable job.

So I want to start my corporation again, because I closed it because of COVID. I could do a new corporation, but this one—I locked it down because of COVID. The government promised that it will help those who were suffering because of COVID, so I might get some loans, grants, anything to start, again, my job. That’s why.

The Chair (Mr. Aris Babikian): Thank you, Mr. Abujebbeh.

Any other comments or questions? MPP Roberts.

Mr. Jeremy Roberts: Just again, Chair, on the first question: I guess my concern here is, if there were debts owing prior to dissolution and then we revive the corporation, there are still creditors there that would be looking to get those debts paid. So I’m just curious, again, were there still debts outstanding when the corporation was dissolved?

Mr. Omar Abujebbeh: No, sorry. I made a personal consumer proposal. I worked out all my debt. I paid my proposal. Now I am clear, regarding the debt. I don’t owe anything to anybody. I made a personal consumer proposal because I had a lot of debt at that time. I could not pay it alone.

Mr. Jeremy Roberts: Okay.

The Chair (Mr. Aris Babikian): Any other comments or questions? I see none, so I’m going to put the question.

Interjection.

The Chair (Mr. Aris Babikian): Sorry, MPP Roberts. Go ahead.

Mr. Jeremy Roberts: Sorry, Chair. I feel like we perhaps need a little bit more information, just from the applicant. I’d just like to be very sure that, again, we aren’t reviving a corporation that was in a position of financial difficulty when there’s not necessarily a plan in place beyond applying for government grants.

Perhaps, Chair, if I could recommend—perhaps the applicant could do a little bit more research on a couple of the programs he would like to apply for and perhaps come back to the committee in the new year with some more information, just specifying again that there were no creditors left unpaid before dissolution and perhaps also just a bit of information on what specific grants, etc., they plan to apply for in the new year. I just worry it would be irresponsible of us to revive a corporation that we’re a still a bit unsure on their status.

The Chair (Mr. Aris Babikian): Thank you, MPP Roberts. MPP Fraser, the floor is yours.

Mr. John Fraser: Chair, I think we should explore this a bit more, right here, right now, because we’re looking at three months down the road, literally.

And so, what I think the committee needs to understand from you, sir, is the nature of you clearing your debts. You described it as a personal—I’m sorry, I missed it. How did you clear your debts?

Mr. Omar Abujebbeh: I made a consumer proposal.

Mr. John Fraser: A consumer proposal.

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: If I can ask, how much debt did you settle?

Mr. Omar Abujebbeh: I think it was $79,000.

Mr. John Fraser: Thirty-nine thousand dollars.

Mr. Omar Abujebbeh: Seventy-nine.

Mr. John Fraser: Seventy-nine thousand dollars. So you cleared all that debt and you did that by a consumer proposal, which I assume was paying a part of that debt. Or was it paying the debt over a period of time?

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay.

Mr. Omar Abujebbeh: Yes, they gave me six years to pay. I think instead of paying $79,000, they let me pay $13,000.

Mr. John Fraser: Fifteen thousand?

Mr. Omar Abujebbeh: Thirteen—$13,500. Thirteen, one three.

Mr. John Fraser: One three?

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay.

Mr. Omar Abujebbeh: Yes, $13,000. And it’s $250 every month.

Mr. John Fraser: And you have to continue to pay that $250 every month until you get to—

Mr. Omar Abujebbeh: Yes, $250 for six years.

Mr. John Fraser: Oh, $250 for six years.

Mr. Omar Abujebbeh: Yes.

Mr. John Fraser: Okay. What I need to understand, sir—have you got advice? It’s too bad your sponsor is not here, but have you got advice in terms of what opening up this corporation will mean to you and the personal contract that you made to settle that debt? Did you get any advice in that regard?

I think what my colleague is trying to say, because we don’t want to put you or your business in a bad position—I’m not as worried about your creditors, because you settled with them. But when you open up that corporation again, have you got any advice as to what that’s going to mean for you personally? What advice did you get to open up this corporation? Because I’m concerned, I think as my colleague is, about the risk to you and your personal settlement, that that may be changed because you open up your old company. Is that clear? Did you speak to a lawyer about this?

Mr. Omar Abujebbeh: No.

Mr. John Fraser: No. See, I think my colleague is right, sir, because there may be—I don’t know; I’m not a lawyer. Maybe I’ve got some colleagues in the room or on the call who are, but if you’ve come to a settlement with regard to your debt in a particular corporation and you dissolve that corporation—

The Chair (Mr. Aris Babikian): MPP Fraser, I would like to call the legislative counsel to give us some kind of feedback. Please go ahead, legislative counsel.

Ms. Catherine Oh: Hi, this is legislative counsel. I just wanted to bring your attention to—the bill itself states, and the wording is standard in all private bill revivals—sorry, I apologize for the noise in the background. The bill says that the corporation “is revived and is ... subject to all its liabilities, contracts, disabilities and debts ... in the same manner and to the same extent as if it had not been dissolved.”

0920

The revival of the corporation doesn’t affect the legal position that it was in. It’s as if dissolution had never happened. So the extent that there were any outstanding debts at the time of dissolution—those would still exist once the corporation has been revived, and everything else about the position should be the same, according to the text of the bill.

I’m not sure if this is helpful to your current question, but I wanted to point that out.

Mr. John Fraser: Yes. I guess, then, the next question becomes, again—

The Chair (Mr. Aris Babikian): MPP Fraser. Yes, go ahead.

Mr. John Fraser: I don’t mean to parse things here, but did the dissolution take place before or after the deal was reached? I understand what you’re saying, counsel, but what I’m really concerned about for our applicant is that he doesn’t put himself in a bad position, and I’m not entirely comfortable right now that he’s not going to.

I guess the question to counsel is, if he reopens this corporation, and the resolution for the debt was post the dissolution of this corporation, would the debts that were outstanding, which were resolved after, be opened up again? Does that make sense?

The Chair (Mr. Aris Babikian): Legislative counsel?

Ms. Catherine Oh: I can’t answer that question. I don’t know the specific situation of the corporation. I don’t think I can answer that.

Mr. John Fraser: Okay.

Sir, I have to agree with my colleague. I think that you need to get the advice of a lawyer to ensure that you are not putting yourself at any further risk of debt because of some loophole in the law. Although I’d really like you to be able to have this resolved today, I’m not convinced it would be in your best interests yet. I’m not entirely sure. It may be better for you, sir, to begin a new corporation, to just reincorporate yourself. I know it’s at some expense, but you need to get the advice of somebody who understands this law who will make sure that you and your family are protected.

The Chair (Mr. Aris Babikian): Any other comments or questions? I see—

Mr. John Fraser: I think the applicant, sir.

Mr. Omar Abujebbeh: Protection regarding what? Now, I am free of debt. I cleared all my debt, nothing left. So for me, it was the old corporation, this one, because it was closed because of COVID, if I want to apply for a loan from a bank, maybe they will help, because they said that they will help those who were affected because of COVID, and it was. If I open a new corporation, I think it will be very hard for me to get a loan from a bank to restart. By myself, I cannot restart again. I have no money to restart. I need the loan to start again. So with this corporation, because it was closed because of COVID, and it was the only reason for that, maybe I might get a loan from a bank or from the government to start again my corporation or my work, to open again my store.

The Chair (Mr. Aris Babikian): MPP Fraser, go ahead—MPP Roberts, sorry.

Mr. Jeremy Roberts: No, no, please.

The Chair (Mr. Aris Babikian): Okay, MPP Fraser, the floor is yours.

Mr. John Fraser: Yes, I think the sponsor of the bill, unfortunately—Jamie? That’s who I was going to ask. I know that—

The Chair (Mr. Aris Babikian): MPP West, you have the floor.

Mr. Jamie West: Thank you, Chair. I was just waiting to be unmuted.

I don’t have the details that MPP Roberts and MPP Fraser brought up. I just had a brief conversation with MPP Yarde, who wasn’t available to come last minute and asked if I could move this forward.

I think what they’re trying to bring up to you, Mr. Abujebbeh—apologies if I mispronounced that—is that we could be reinstating this business for you and you could be liable for that $70,000 worth of loans. We’re weighing that against the likelihood that it might help you get a loan or a grant from the government, and it’s a “might.” You might be able to get a loan; you might be able to get a grant. And so, I don’t think the concern is about reviving the corporation; it’s if we revive the corporation, do we put you in a worse circumstance than you are right now, where you’re on the hook for the $70,000 that you owed before. I think what we’re suggesting is that you get professional advice about what will happen. I know it creates a delay in reviving the corporation, but I think the concern really is that you may be better off to have the delay than to be on the hook for all of that money that you’re currently paying off at a lower rate.

The Chair (Mr. Aris Babikian): I have MPP Roberts who wants to make a comment. MPP Roberts, the floor is yours.

Mr. Jeremy Roberts: I would like to again thank the applicant for bringing this forward. As with my two colleagues, I would recommend that you get some legal advice to make sure that you aren’t putting yourself in a potentially worse situation and also perhaps get some more information about what grants are available that you might be eligible for. I’m sure your local MPP and MP’s offices can help you investigate that.

At this time, Chair, I would propose that we seek consent to reconsider this at our next scheduled meeting, at which time hopefully the applicant can make sure that they’ve double-checked this with some legal advice.

The Chair (Mr. Aris Babikian): Any further comments on MPP Roberts’s suggestion for consent to defer the question? MPP West.

Mr. Jamie West: Chair, I’m just wondering—maybe the Clerk can provide the information—if we were called back to discuss other business after the House rises, would we be able to consider this as well?

The Chair (Mr. Aris Babikian): Yes.

So the question is still on the floor. MPP Roberts is asking for consent to defer this bill to another meeting. Any comments from the committee members? If not, in that case, I’m going to ask you, is there an agreement on MPP Roberts’s question for deferral? Yes.

Mr. Abujebbeh, thank you very much for presenting your case today. The committee agreed to defer the issue to another meeting, so the committee Clerk will contact you to work out the details with you. This bill is deferred now. Thank you very much, Mr. Abujebbeh, for coming.

2238990 Ontario Inc. Act, 2021

Consideration of the following bill:

Bill Pr56, An Act to revive 2238990 Ontario Inc.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr56, An Act to revive 2238990 Ontario Inc. The sponsor is MPP Daisy Wai. MPP Wai, introduce yourself and, afterwards, if you have any comments you would like to make.

Mrs. Daisy Wai: This is MPP Daisy Wai for Richmond Hill. I am bringing forward An Act to revive 2238990 Ontario Inc. I understand that they dissolved this by mistake. I would like to hear from them and then also seek for our colleagues to consider their application. Thank you.

The Chair (Mr. Aris Babikian): Thank you very much. The applicant is Mr. Chad Finkelstein. Mr. Finkelstein, please introduce yourself.

Mr. Chad Finkelstein: Thank you so much, everybody, for giving me the opportunity to make submissions this morning. My name is Chad Finkelstein. I’m a partner with the law firm of Dale and Lessmann in Toronto. We are legal counsel to the subject corporation. As MPP Wai had indicated a moment ago, this is the result of an unfortunate miscommunication and an involuntary dissolution—I should say, a voluntary dissolution of the corporation.

0930

By way of background, our firm has been legal counsel for more than a decade for well-known restaurant chain in the province. The president of that company passed away in February of 2020, an individual named Steven Drexler. I had known Steve very well. I hadn’t known his widow, Pamela Drexler. I had never met her. I reached out to her following the funeral and offered my assistance on a pro bono basis, in any way that I could to help her out.

I was never legal counsel to Steven Drexler or any of his companies. Subsequently, I learned from Ms. Drexler several months later that he had three companies, two of which were dormant and one of which was active and held his shares in a variety of corporations that owned restaurants and bars in the city. Ms. Drexler asked us to dissolve the inactive entities. I wasn’t aware of any of the entities named, because we had never represented them, so I wasn’t aware when she instructed to us dissolve, accidentally, the active holding company, which we did.

Only after it being dissolved did she and her accountant bring to our attention that the company, which held all of the shares and basically which comprised the estate, so to speak, didn’t exist anymore. This was in late July 2021. We became aware of it in early August 2021 and immediately initiated this process to have the corporation reinstated.

Our urgency is that we really need it to be reinstated by the end of this calendar year, so that way a dividend can be declared and distributed to her. She’s a widow. She has had no familiarity or experience with this process. This is a completely different language to her. We are helping out on a completely pro bono basis, just to provide some support to the widow of a friend and mentor of mine and a valued client of our firm. So that’s the context and that’s the nature of the urgency. We really just need to get her an opportunity to receive a dividend validly before this calendar year is out.

The Chair (Mr. Aris Babikian): Thank you, Mr. Finkelstein.

Any comments? Any questions from the committee members? No comments? MPP Wai, go ahead. The floor is yours.

Mrs. Daisy Wai: I express my condolences to the widow, and I understand the concerns that she is facing. It’s very nice of you to do this on a pro bono basis and to help her. Usually, we cannot proceed with this so quickly, and I understand that you have to process it within the calendar year, so that you can disburse and complete what you have to do, whether it’s tax or whether it is—sorry, you were saying that you have to disburse—

Mr. Chad Finkelstein: To distribute a dividend, so she can actually get some money, compared to no money.

Mrs. Daisy Wai: A dividend. I see. I have no questions on that. Thank you very much for explaining it clearly for us.

Mr. Chad Finkelstein: Thank you.

The Chair (Mr. Aris Babikian): Any other comments or questions? If not, I’m going to put the question. Bill Pr56, An Act to revive 2238990 Ontario Inc.: Any debate? None.

Shall section 1 carry? Any debate? Any questions? Seeing none, are we ready to vote? All in favour of section 1, please raise your hand. Any opposition? Seeing none, section 1 is carried.

We move to section 2. Shall section 2 carry? Any debate, any questions? None. I’m going to put the question. All in favour of approving section 2, please raise you hand. Any opposition? Section 2 is carried.

Section 3: Any questions? Any debate? Shall section 3 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carried.

Shall the preamble of the bill carry? Any debate? Any questions? Seeing none, all in favour of the preamble, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title of the bill carry? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none, the title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Thank you very much. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none, I will do so. I will report the bill to the House.

Thank you, Mr. Finkelstein. You are free to leave.

Mr. Chad Finkelstein: Thank you. Sorry, if I may just ask one question. In 16 years of practising corporate law, this is my first time dealing with a voluntary dissolution and this process. What is the next step? Do we now receive articles of revival? Is there somewhere that I have to apply for that? Is that now permitted?

The Chair (Mr. Aris Babikian): The Clerk of the Committee will contact you with the details.

Mr. Chad Finkelstein: Thank you. That’s great.

Thank you all so much for your time today.

The Chair (Mr. Aris Babikian): Thank you.

Total Pest Management Services Ltd. Act, 2021

Consideration of the following bill:

Bill Pr57, An Act to revive Total Pest Management Services Ltd.

The Chair (Mr. Aris Babikian): Now we move to Bill Pr57, An Act to revive Total Pest Management Services Ltd. The sponsor is MPP Dave Smith. I see MPP Roberts is going to fill in for MPP Smith. MPP Roberts, please identify yourself. If you have any comments, go ahead.

Mr. Jeremy Roberts: Thank you, Chair. Unfortunately, MPP Smith couldn’t be here with us, and so I will move consideration of Bill Pr57, An Act to revive Total Pest Management Services Ltd.

The Chair (Mr. Aris Babikian): Thank you. We move to the applicant, Mr. Gregory Parker. Please identify yourself and opening statement or remarks, if you wish to do so.

Mr. Gregory Parker: Good morning, Chair and committee members. I am the solicitor for Total Pest Management Services Ltd., the applicant on the bill.

The corporation was voluntarily dissolved on September 28, 2020, and satisfied all debts and taxes owing at the time. However, subsequently, it was discovered by our office that there was actually a piece of real property that was owned by the corporation and still remains on title as owned by the corporation; the accountants had it being owned by a separate corporation. Therefore, we require and request the revival of the corporation so that our client can deal with that real property. They have a pending verbal sale of that property, but they don’t have the authority, obviously, to transact on behalf of the corporation, given its previous dissolution. Therefore, that is the reason why we’re seeking the revival.

The Chair (Mr. Aris Babikian): Thank you, Mr. Parker. Any comments or questions from the committee members?

Mr. Jeremy Roberts: No comments, Chair.

The Chair (Mr. Aris Babikian): No comments? Thank you.

I’m going to put the question. We are addressing the issue on the table, on the agenda: Bill Pr57, An Act to revive Total Pest Management Services Ltd.

0940

Shall section 1 carry? Any comments? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, section 1 is carried.

Section 2: Shall section 2 carry. Any comments? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, section 2 is carried.

Section 3: Shall section 3 carry? Any questions? Any comments? Seeing none, are we ready to vote? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carried.

We move to the preamble now. Shall the preamble carry? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title of the bill carry? Any questions? Any debate? Seeing none, all in favour of the title, please raise your hand. Any opposition? Seeing none, the title of the bill is carried.

Shall the bill carry? Any questions? Any debate? I am going to put the question: Shall the bill carry? All in favour, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any comments? All in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

Thank you, Mr. Parker, for joining us today and sharing your input. You’re free to go. The Clerk will contact you for the follow-up details.

Mr. Gregory Parker: Very good. Thank you, sir.

Vos Food Store Equipment Ltd. Act, 2021

Consideration of the following bill:

Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

The Chair (Mr. Aris Babikian): We move on now to Bill Pr58, An Act to revive Vos Food Store Equipment Ltd. The sponsor is MPP Will Bouma, and MPP Roberts is going to make an opening statement. MPP Roberts, please identify yourself and follow up with your comment or statement.

Mr. Jeremy Roberts: Unfortunately, MPP Bouma couldn’t be here this morning, so I will move consideration of Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

The Chair (Mr. Aris Babikian): Thank you. The applicant is Joel Rose. Mr. Rose, please identify yourself, and if you would like to make a statement, go ahead.

Mr. Joel Rose: Okay, I will. Thank you for the opportunity. My name is Joel Rose and I’m representing Vos Food Store Equipment Ltd. for its revival. I’m a partner at a law firm called Aird Berlis and I have been representing them for the better part of 20 years. Unfortunately, the company had financial problems around 2015-16; the decision was made to terminate the business. They paid all their liabilities, including tax; settled with their employees; and subsequently provided instructions to me in 2020 to file for articles of dissolution.

I was receiving my instructions from corporate counsel at the parent company, and it turned out that the tax people in the organization were dealing with an outstanding matter with the CRA. As you know, once a company is dissolved, you have no status to deal with the CRA. We want to complete the proceeding with the CRA. It is beneficial to our client, and accordingly, we are, with respect, making application today for the revival of the subject company.

Thank you for giving me an opportunity to provide an opening statement.

The Chair (Mr. Aris Babikian): Thank you very much, Mr. Rose. Any comments or any questions from the committee members? I see none. We’re going to move on with the question. It is Bill Pr58, An Act to revive Vos Food Store Equipment Ltd.

Section 1: Shall section 1 carry? Any comments? Any debate? Seeing none, are we ready to vote? All in favour of section 1, please raise your hand. Any opposition? Seeing none, section 1 carries.

Shall section 2 carry? Any debate? Any comments? Seeing none, I’m going to put the question: Shall section 2 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 2 carries.

Section 3: Shall section 3 carry? Any questions? Any debate? Seeing none, shall section 3 carry? All in favour, please raise your hand. Any opposition? Seeing none, section 3 carries.

Shall the preamble carry? Any questions? Any debate? Seeing none, all in favour of the preamble, please raise your hand. Any opposition? Seeing none, the preamble is carried.

Shall the title carry? Any questions? Any debate? All in favour, please raise your hand. Any opposition? Seeing none. The title is carried.

Shall the bill carry? Any questions? Any debate? Seeing none, all in favour of the bill, please raise your hand. Any opposition? Seeing none, the bill is carried.

Shall I report the bill to the House? Any questions? Any debate? Seeing none, all in favour, please raise your hand. Any opposition? Seeing none, I will report the bill to the House.

Thank you, Mr. Rose, for your presence here today with us, your input and shedding light on the background of the corporation. You’re free to leave.

Mr. Joel Rose: Thanks for the opportunity.

The Chair (Mr. Aris Babikian): Our Clerk will contact your office with further details. Thank you very much.

Colleagues, there being no further business, this committee now stands adjourned.

The committee adjourned at 0950.

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. Laurie Scott (Haliburton–Kawartha Lakes–Brock PC)

Clerk / Greffier

Mr. Isaiah Thorning

Staff / Personnel

Ms. Catherine Oh, legislative counsel