Winding-up and Restructuring Act (R.S.C., 1985, c. W-11)

Marginal note:Gratuitous contracts

96. All gratuitous contracts, or conveyances or contracts without consideration or with a merely nominal consideration, respecting either real or personal property, made by a company in respect of which a winding-up order under this Act is afterwards made, with or to any person whatever, whether a creditor of the company or not, within three months immediately preceding the commencement of the winding-up, or at any time afterwards, shall be presumed to have been made with intent to defraud the creditors of the company.

Marginal note:Contracts injuring or obstructing creditors

97. All contracts by which creditors are injured, obstructed or delayed, made by a company unable to meet its engagements, and in respect of which a winding-up order under this Act is afterwards made, with a person whether a creditor of the company or not, who knows of that inability or has probable cause for believing that inability exists, or after that inability has become public and notorious, shall be presumed to be made with intent to defraud the creditors of the company.

Marginal note:When contracts with consideration voidable

98. A contract or conveyance for consideration, respecting either real or personal property, by which creditors are injured or obstructed, made by a company unable to meet its engagements with a person ignorant of that inability, whether a creditor of the company or not, and before that inability has become public and notorious, but within thirty days next before the commencement of the winding-up of the business of the company under this Act, or at any time afterwards, is voidable, and may be set aside by any court of competent jurisdiction, on such terms with respect to the protection of that person from actual loss or liability by reason of that contract as the court orders.

Marginal note:Contracts made with intent to defraud or delay creditors

99. All contracts or conveyances made and acts done by a company respecting either real or personal property, with intent fraudulently to impede, obstruct or delay the creditors of the company in their remedies against the company, or with intent to defraud the creditors of the company or any of them, and so made, done and intended with the knowledge of the person contracting or acting with the company, whether a creditor of the company or not, and that have the effect of impeding, obstructing or delaying the creditors in their remedies, or of injuring them, or any of them, are void.

Marginal note:Sale or transfer in contemplation of insolvency

• 100. (1) Where any sale, deposit, pledge or transfer is made of any property, real or personal, by a company in contemplation of insolvency under this Act by way of security for payment to any creditor, or where any property, real or personal, goods, effects or valuable security are given by way of payment by the company to any creditor, whereby that creditor obtains or will obtain an unjust preference over the other creditors, the sale, deposit, pledge, transfer or payment is void, and the subject thereof may be recovered back by the liquidator by suit or action in any court of competent jurisdiction.

• Marginal note:Presumption if within thirty days

  (2) Where the sale, deposit, pledge or transfer under subsection (1) is made within thirty days next before the commencement of the winding-up of the company under this Act, or at any time afterwards, it shall be presumed to have been so made in contemplation of insolvency, whether or not it was made voluntarily or under pressure and evidence of pressure shall not be admissible to support the transaction.

• Marginal note:Exception

  (3) The presumption referred to in subsection (2) does not apply to a sale, deposit, pledge or transfer of financial collateral made in accord- ance with the provisions of an eligible financial contract.