Duha Printers Revisited: Issues Regarding Corporate Control

In 1998, the Supreme Court of Canada issued its decision in Duha Printers. This was the first case dealing with the concept of de jure control of a corporation that the court had considered since its decision in Imperial General Properties in 1985. In Duha Printers, the court effectively restored the Buckerfield's test of control and set out a schematic basis for determining the person (if any) that controls a corporation at a particular time, and the evidentiary basis on which that person could be legally deprived of such control. The court's reasons for judgment raise a number of issues in respect of the concept of de jure control, including the scope of application of the decision, the continuing authority of the Supreme Court's two decisions previous to Duha Printers that appeared to have strayed from the Buckerfield's test of control, the limitation of the category of agreements that may be relevant to the control question, and the scope of and rationale for exceptions to that limitation. This article explores a number of de jure control issues decided or commented on by the court, and raised by the reasons for judgment, in Duha Printers.