2022 QCCA 303, 2022 QCCA 303

Insolvency Institute of Canada c. Richter Advisory Group Inc. 2022 QCCA 303 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No.: 500-09-029763-216 , 500-09-029765-211 ( 500-11-060355-217 ) MINUTES OF THE HEARING DATE : February 24, 2022 THE HONOURABLE STEPHEN W. HAMILTON, J.A. No.: 500-09-029763-216 APPLICANT COUNSEL INSOLVENCY INSTITUTE OF CANADA Mtre ALAIN RIENDEAU Mtre BRANDON FARBER ( Fasken Martineau DuMoulin ) By videoconference APPELLANT COUNSEL ATTORNEY GENREAL OF CANADA Mtre KIM SHEPPARD ( Ministry of Justice Canada ) By videoconference RESPONDENTS COUNSEL RICHTER ADVISORY GROUP INC.

RICHTER ADVISORY GROUP INC., in continuance of proceeding for CHRONOMETRIQ INC. and HEALTH MYSELF INNOVATIONS INC. Mtre HUGO ANTHONY BABOS-MARCHAND ( McCarthy Tétrault ) By videoconference INTERVENERS COUNSEL

CANADIAN IMPERIAL BANK OF COMMERCE Mtre JOSHUA BOUZAGLOU Mtre PATRICK OUELLET Mtre SYLVAIN RIGAUD ( Woods ) Absent CANADIAN BANKERS' ASSOCIATION Mtre BENJAMIN JARVIS ( Davies Ward Phillips & Vineverg ) By videoconference No.: 500-09-029765-211 APPLICANT COUNSEL INSOLVENCY INSTITUTE OF CANADA Mtre ALAIN RIENDEAU Mtre BRANDON FARBER ( Fasken Martineau DuMoulin ) By videoconference APPELLANT COUNSEL AGENCE DU REVENU DU QUÉBEC Mtre DANIEL CANTIN ( Larivière Meunier (Revenu Québec) ) By videoconference RESPONDENTS COUNSEL RICHTER ADVISORY GROUP INC.

RICHTER ADVISORY GROUP INC., in continuance of proceeding for CHRONOMETRIQ INC. and HEALTH MYSELF INNOVATIONS INC. Mtre HUGO ANTHONY BABOS-MARCHAND ( McCarthy Tétrault ) By videoconference INTERVENERS COUNSEL

CANADIAN IMPERIAL BANK OF COMMERCE Mtre JOSHUA BOUZAGLOU Mtre PATRICK OUELLET Mtre SYLVAIN RIGAUD ( Woods ) Absent CANADIAN BANKERS' ASSOCIATION Mtre BENJAMIN JARVIS ( Davies Ward Phillips & Vineverg ) By videoconference DESCRIPTION: 500-09-029763-216 Application for voluntary intervention on an amicable basis from the Insolvency Institute of Canada (Articles 184, 185 and 187 C.C.P. ). 500-09-029765-211 Application for voluntary intervention on an amicable basis from the Insolvency Institute of Canada (Articles 184, 185 and 187 C.C.P. ).

Clerk at the hearing : Mélanie Camiré Courtroom: RC-18 HEARING 10:24 Commencement of the hearing. Identification of counsel. 10:25 Submissions by Mtre Riendeau. The motion is not contested. 10:32 BY THE JUDGE: Judgment – see page 5. Exchanges between the parties concerning the management of the file. 10 h 41 Conclusion of the hearing. Mélanie Camiré, Clerk at the hearing JUDGMENT

[ 1 ] On October 27, 2021, the debtor Chronométriq inc. filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (the “ BIA ”) and the Superior Court, Commercial Division (the Honourable Martin Castonguay) rendered an order which authorized and approved interim financing by, and an interim lender’s charge in favour of, the Canadian Imperial Bank of Commerce, as well as an administration charge, a directors and officers charge and other relief. [ 2 ] On November 8, 2021 the Appellants filed notices of appeal in which they argue that the Crown’s deemed trusts for unremitted deductions at source have priority over any court-ordered priming charges under the BIA and that the Superior Court did not have the authority under the BIA to render an order ranking the priming charges above the deemed trusts. [ 3 ] On December 20, 2021, my colleague Justice Baudouin authorized the Canadian Imperial Bank of Commerce, the interim lender, to intervene in the appeals. [1] On February 7, 2022, she also authorized the Canadian Bankers’ Association to intervene in the appeals. [2] [ 4 ] I am seized with similar applications by the Insolvency Institute of Canada.

The Appellants, the Respondents and the Interveners all consent to the applications. The Respondents, the CIBC, the CBA and the Institute agree that they will work together to avoid duplication in their representations to the Court. [ 5 ] In my view, the question raised in these appeals is important and intervention of the Institute could assist the Court in understanding the implications of its decision on restructuring proceedings across Canada and therefore be quite useful.

FOR THESE REASONS, THE UNDERSIGNED : [ 6 ] GRANTS the Applications for voluntary intervention on an amicable basis by the Applicant the Insolvency Institute of Canada; [ 7 ] ALLOWS the Applicant to intervene in these appeal proceedings; [ 8 ] AUTHORIZES the Applicant to file a factum not to exceed 15 pages in length within the same delay as the Respondent; [ 9 ] DEFERS to the Master of the Rolls and the panel that will hear the appeal the length of the oral submissions; [ 10 ] COSTS to follow suit. STEPHEN W. HAMILTON, J.A.