2022 QCCA 191, 2022 QCCA 191

Canadian Bankers' Association c. Richter Advisory Group Inc. 2022 QCCA 191 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 HEARING DATE: February 7, 2022 THE HONOURABLE CHRISTINE BAUDOUIN, J.A.

No 500-09-029763-216: APPLICANT COUNSEL CANADIAN BANKERS’ ASSOCIATION Mtre CHRISTIAN LACHANCE Mtre BENJAMIN JARVIS ( Davies Ward Phillips & Vineberg ) By videoconference APPELLANT COUNSEL ATTORNEY GENERAL OF CANADA Mtre Kim Sheppard ( Department 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 INTERVENER COUNSEL

Canadian imperial bank of commerce Mtre Joshua Bouzaglou ( Woods ) Absent No 500-09-029765-211: 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 INTERVENER COUNSEL Canadian imperial bank of commerce Mtre Joshua Bouzaglou ( Woods ) Absent DESCRIPTION: Motion for voluntary intervention on an amicable basis (Sections 184, 185 and 187 C.c.p. ). Clerk at the hearing : René Gutknecht Courtroom: RC-18 HEARING 10:30 Commencement of the hearing. Identification of counsel. Until 10:44 Hearing file: 500-09-029765-211.

10:45 Submissions by Mtre Lachance about the motion for voluntary intervention on an amicable basis. 10:51 Discussion between the Court and Mtre Lachance. 10:53 BY THE JUDGE: Judgment – see page 4. 10:54 Conclusion of the hearing. René Gutknecht, Clerk at the hearing JUDGMENT [ 1 ] I am seized of a Motion for Voluntary Intervention on an amicable basis in the present file presented this time by the Applicant, Canadian Bankers’ Association.

On December 20, 2021, the undersigned allowed the CIBC to intervene as it appears from the reasons of the judgment 2021 QCCA 1923 . [ 2 ] The Applicant which presents itself as being the national voice of the Canadian banking industry, serves its members in matters that concern the banking industry and advocates for public policy that contributes to a sound and successful banking system.

It has a history of intervening across the country in various court cases impacting the banking industry. [ 3 ] The Applicant argues that this appeal raises a fundamental issue in insolvency law which will impact several ongoing reorganizations under the Bankruptcy and Insolvency Act , presented as follows: Pursuant to the Bankruptcy and Insolvency Act , can a Court grant super-priority charges (priming charges) with priority over deemed trusts created by section 227 (4.1) of the Income Tax Act (Deemed Trusts)? [ 4 ] More specifically, the Applicant submits that: The CBA is seeking to intervene in the present matter because the outcome of this Appeal will directly impact lending practices in Canada.

Indeed, the position taken by the Appellants would introduce significant uncertainty into the business of bank lending to companies in financial difficulty. This could quite obviously produce negative outcomes for Canadian borrowers as well as have unintended and detrimental impacts on lending practices. The CBA seeks to ensure that this Court is fully apprised of the broader implications of its ruling and the consequences for distressed lending in Canada. [ 5 ] The Appellants, the Respondents and the Intervener do not contest the Applicant’s Motion.

At the hearing, attorney for the Applicant confirmed that his client would not request any additional delay and would act according to the

schedule already set by this Court. [ 6 ] The Applicant’s Motion for voluntary Intervention on an amicable basis should be granted as it is expedient. Considering the importance of the issues in dispute, I am of the view that the usefulness of its contribution to the debate goes beyond the mere interest of the parties.

FOR THESE REASONS, THE UNDERSIGNED : [ 7 ] GRANTS the Application for Leave to Intervene on an amicable basis from the Canadian Bankers’ Association; [ 8 ] ALLOWS the Applicant to intervene in this Appeal proceedings on the same terms as the Respondents and the Intervener CIBC with respect to the length of its factum and oral submissions and under the same time limits; [ 9 ] COSTS to follow suit. CHRISTINE BAUDOUIN, J.A.