Competition Act (R.S.C., 1985, c. C-34)

PART V[Repealed, R.S., 1985, c. 19 (2nd Supp.), s. 29]

PART VIOffences in Relation to Competition

Marginal note:Conspiracies, agreements or arrangements between competitors

• 45 (1) Every person commits an offence who, with a competitor of that person with respect to a product, conspires, agrees or arranges

  • (a) to fix, maintain, increase or control the price for the supply of the product;

  • (b) to allocate sales, territories, customers or markets for the production or supply of the product; or

  • (c) to fix, maintain, control, prevent, lessen or eliminate the production or supply of the product.

• Marginal note:Conspiracies, agreements or arrangements regarding employment

  (1.1) Every person who is an employer commits an offence who, with another employer who is not affiliated with that person, conspires, agrees or arranges

  • (a) to fix, maintain, decrease or control salaries, wages or terms and conditions of employment; or

  • (b) to not solicit or hire each other’s employees.

• Marginal note:Penalty

  (2) Every person who commits an offence under subsection (1) or (1.1) is guilty of an indictable offence and liable on conviction to imprisonment for a term not exceeding 14 years or to a fine in the discretion of the court, or to both.

• Marginal note:Evidence of conspiracy, agreement or arrangement

  (3) In a prosecution under subsection (1) or (1.1), the court may infer the existence of a conspiracy, agreement or arrangement from circumstantial evidence, with or without direct evidence of communication between or among the alleged parties to it, but, for greater certainty, the conspiracy, agreement or arrangement must be proved beyond a reasonable doubt.

• Marginal note:Defence

  (4) No person shall be convicted of an offence under subsection (1) or (1.1) in respect of a conspiracy, agreement or arrangement that would otherwise contravene that subsection if

  • (a) that person establishes, on a balance of probabilities, that

    • (i) it is ancillary to a broader or separate agreement or arrangement that includes the same parties, and

    • (ii) it is directly related to, and reasonably necessary for giving effect to, the objective of that broader or separate agreement or arrangement; and

  • (b) the broader or separate agreement or arrangement, considered alone, does not contravene that subsection.

• Marginal note:Defence

  (5) No person shall be convicted of an offence under subsection (1) in respect of a conspiracy, agreement or arrangement that relates only to the export of products from Canada, unless the conspiracy, agreement or arrangement

  • (a) has resulted in or is likely to result in a reduction or limitation of the real value of exports of a product;

  • (b) has restricted or is likely to restrict any person from entering into or expanding the business of exporting products from Canada; or

  • (c) is in respect only of the supply of services that facilitate the export of products from Canada.

• Marginal note:Exception

  (6) Subsection (1) does not apply if the conspiracy, agreement or arrangement

  • (a) is entered into only by parties each of which is, in respect of every one of the others, an affiliate;

  • (b) is between federal financial institutions and is described in subsection 49(1); or

  • (c) is an arrangement, as defined in section 53.7 of the Canada Transportation Act, that has been authorized by the Minister of Transport under subsection 53.73(8) of that Act and for which the authorization has not been revoked, if the conspiracy, agreement or arrangement is directly related to, and reasonably necessary for giving effect to, the objective of the arrangement.

• Marginal note:Common law principles — regulated conduct

  (7) The rules and principles of the common law that render a requirement or authorization by or under another Act of Parliament or the legislature of a province a defence to a prosecution under subsection (1), as it read immediately before the coming into force of this section, continue in force and apply in respect of a prosecution under subsection (1) or (1.1).

• Marginal note:Definitions

  (8) The following definitions apply in this section.

  competitor

  competitor includes a person who it is reasonable to believe would be likely to compete with respect to a product in the absence of a conspiracy, agreement or arrangement to do anything referred to in paragraphs (1)(a) to (c). (concurrent)

  price

  price includes any discount, rebate, allowance, price concession or other advantage in relation to the supply of a product. (prix)

Marginal note:Application made under section 76, 79, 90.1 or 92

45.1 No proceedings may be commenced under subsection 45(1) or (1.1) against a person on the basis of facts that are the same or substantially the same as the facts on the basis of which an order against that person is sought by the Commissioner under section 76, 79, 90.1 or 92.

Marginal note:Foreign directives

• 46 (1) Any corporation, wherever incorporated, that carries on business in Canada and that implements, in whole or in part in Canada, a directive, instruction, intimation of policy or other communication to the corporation or any person from a person in a country other than Canada who is in a position to direct or influence the policies of the corporation, which communication is for the purpose of giving effect to a conspiracy, combination, agreement or arrangement entered into outside Canada that, if entered into in Canada, would have been in contravention of section 45, is, whether or not any director or officer of the corporation in Canada has knowledge of the conspiracy, combination, agreement or arrangement, guilty of an indictable offence and liable on conviction to a fine in the discretion of the court.

• Marginal note:Limitation

  (2) No proceedings may be commenced under this section against a particular company where an application has been made by the Commissioner under section 83 for an order against that company or any other person based on the same or substantially the same facts as would be alleged in proceedings under this section.

Marginal note:Definition of bid-rigging

• 47 (1) In this section, bid-rigging means

  • (a) an agreement or arrangement between or among two or more persons whereby one or more of those persons agrees or undertakes not to submit a bid or tender in response to a call or request for bids or tenders, or agrees or undertakes to withdraw a bid or tender submitted in response to such a call or request, or

  • (b) the submission, in response to a call or request for bids or tenders, of bids or tenders that are arrived at by agreement or arrangement between or among two or more bidders or tenderers,

  where the agreement or arrangement is not made known to the person calling for or requesting the bids or tenders at or before the time when any bid or tender is submitted or withdrawn, as the case may be, by any person who is a party to the agreement or arrangement.

• Marginal note:Bid-rigging

  (2) Every person who is a party to bid-rigging is guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding 14 years, or to both.

• Marginal note:Exception

  (3) This section does not apply to

  • (a) an agreement or arrangement that is entered into or a submission that is arrived at only by parties each of which is, in respect of every one of the others, an affiliate; or

  • (b) an agreement or arrangement that is an arrangement, as defined in section 53.7 of the Canada Transportation Act, or a submission that is arrived at under that arrangement, that has been authorized by the Minister of Transport under subsection 53.73(8) of that Act and for which the authorization has not been revoked, if the agreement, arrangement or submission is directly related to, and reasonably necessary for giving effect to, the objective of the arrangement.

Marginal note:Conspiracy relating to professional sport

• 48 (1) Every one who conspires, combines, agrees or arranges with another person

  • (a) to limit unreasonably the opportunities for any other person to participate, as a player or competitor, in professional sport or to impose unreasonable terms or conditions on those persons who so participate, or

  • (b) to limit unreasonably the opportunity for any other person to negotiate with and, if agreement is reached, to play for the team or club of his choice in a professional league

  is guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both.

• Marginal note:Matters to be considered

  (2) In determining whether or not an agreement or arrangement contravenes subsection (1), the court before which the contravention is alleged shall have regard to

  • (a) whether the sport in relation to which the contravention is alleged is organized on an international basis and, if so, whether any limitations, terms or conditions alleged should, for that reason, be accepted in Canada; and

  • (b) the desirability of maintaining a reasonable balance among the teams or clubs participating in the same league.

• Marginal note:Application

  (3) This section applies, and section 45 does not apply, to agreements and arrangements and to provisions of agreements and arrangements between or among teams and clubs engaged in professional sport as members of the same league and between or among directors, officers or employees of those teams and clubs where the agreements, arrangements and provisions relate exclusively to matters described in subsection (1) or to the granting and operation of franchises in the league, and section 45 applies and this section does not apply to all other agreements, arrangements and provisions thereof between or among those teams, clubs and persons.

Marginal note:Agreements or arrangements of federal financial institutions

• 49 (1) Subject to subsection (2), every federal financial institution that makes an agreement or arrangement with another federal financial institution with respect to

  • (a) the rate of interest on a deposit,

  • (b) the rate of interest or the charges on a loan,

  • (c) the amount or kind of any charge for a service provided to a customer,

  • (d) the amount or kind of a loan to a customer,

  • (e) the kind of service to be provided to a customer, or

  • (f) the person or classes of persons to whom a loan or other service will be made or provided or from whom a loan or other service will be withheld,

  and every director, officer or employee of the federal financial institution who knowingly makes such an agreement or arrangement on behalf of the federal financial institution is guilty of an indictable offence and liable to a fine not exceeding ten million dollars or to imprisonment for a term not exceeding five years or to both.

• Marginal note:Exceptions

  (2) Subsection (1) does not apply in respect of an agreement or arrangement

  • (a) with respect to a deposit or loan made or payable outside Canada;

  • (b) applicable only in respect of the dealings of or the services rendered between federal financial institutions or by two or more federal financial institutions as regards a customer of each of those federal financial institutions where the customer has knowledge of the agreement or by a federal financial institution as regards a customer thereof, on behalf of that customer’s customers;

  • (c) with respect to a bid for or purchase, sale or underwriting of securities by federal financial institutions or a group including federal financial institutions;

  • (d) with respect to the exchange of statistics and credit information, the development and utilization of systems, forms, methods, procedures and standards, the utilization of common facilities and joint research and development in connection therewith, and the restriction of advertising;

  • (e) with respect to reasonable terms and conditions of participation in guaranteed or insured loan programs authorized pursuant to an Act of Parliament or of the legislature of a province;

  • (f) with respect to the amount of any charge for a service or with respect to the kind of service provided to a customer outside Canada, payable or performed outside Canada, or payable or performed in Canada on behalf of a person who is outside Canada;

  • (g) with respect to the persons or classes of persons to whom a loan or other service will be made or provided outside Canada;

  • (h) in respect of which the Minister of Finance has certified to the Commissioner that Minister’s request for or approval of the agreement or arrangement for the purposes of financial policy and has certified the names of the parties to the agreement or arrangement; or

  • (i) that is entered into only by financial institutions each of which is an affiliate of each of the others.

• Marginal note:Definition of federal financial institution

  (3) In this section and section 45, federal financial institution means a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act, a company to which the Trust and Loan Companies Act applies or a company or society to which the Insurance Companies Act applies.

• Marginal note:Where proceedings commenced under section 76, 79, 90.1 or 92

  (4) No proceedings may be commenced under this section against a person on the basis of facts that are the same or substantially the same as the facts on the basis of which an order against that person is sought by the Commissioner under section 76, 79, 90.1 or 92.

50 [Repealed, 2009, c. 2, s. 413]

51 [Repealed, 2009, c. 2, s. 413]

Marginal note:False or misleading representations

• 52 (1) No person shall, for the purpose of promoting, directly or indirectly, the supply or use of a product or for the purpose of promoting, directly or indirectly, any business interest, by any means whatever, knowingly or recklessly make a representation to the public that is false or misleading in a material respect.

• Marginal note:Proof of certain matters not required

  (1.1) For greater certainty, in establishing that subsection (1) was contravened, it is not necessary to prove that

  • (a) any person was deceived or misled;

  • (b) any member of the public to whom the representation was made was within Canada; or

  • (c) the representation was made in a place to which the public had access.

• Marginal note:Permitted representations

  (1.2) For greater certainty, in this section and in sections 52.01, 52.1, 74.01, 74.011 and 74.02, the making or sending of a representation includes permitting a representation to be made or sent.

• Marginal note:Drip pricing

  (1.3) For greater certainty, the making of a representation of a price that is not attainable due to fixed obligatory charges or fees constitutes a false or misleading representation, unless the obligatory charges or fees represent only an amount imposed on a purchaser of the product referred to in subsection (1) by or under an Act of Parliament or the legislature of a province.

• Marginal note:Representations accompanying products

  (2) For the purposes of this section, a representation that is

  • (a) expressed on an article offered or displayed for sale or its wrapper or container,

  • (b) expressed on anything attached to, inserted in or accompanying an article offered or displayed for sale, its wrapper or container, or anything on which the article is mounted for display or sale,

  • (c) expressed on an in-store or other point-of-purchase display,

  • (d) made in the course of in-store or door-to-door selling to a person as ultimate user, or by communicating orally by any means of telecommunication to a person as ultimate user, or

  • (e) contained in or on anything that is sold, sent, delivered, transmitted or made available in any other manner to a member of the public,

  is deemed to be made to the public by and only by the person who causes the representation to be so expressed, made or contained, subject to subsection (2.1).

• Marginal note:Representations from outside Canada

  (2.1) Where a person referred to in subsection (2) is outside Canada, a representation described in paragraph (2)(a), (b), (c) or (e) is, for the purposes of subsection (1), deemed to be made to the public by the person who imports into Canada the article, thing or display referred to in that paragraph.

• Marginal note:Deemed representation to public

  (3) Subject to subsection (2), a person who, for the purpose of promoting, directly or indirectly, the supply or use of a product or any business interest, supplies to a wholesaler, retailer or other distributor of a product any material or thing that contains a representation of a nature referred to in subsection (1) is deemed to have made that representation to the public.

• Marginal note:General impression to be considered

  (4) In a prosecution for a contravention of this section, the general impression conveyed by a representation as well as its literal meaning shall be taken into account in determining whether or not the representation is false or misleading in a material respect.

• Marginal note:Offence and punishment

  (5) Any person who contravenes subsection (1) is guilty of an offence and liable

  • (a) on conviction on indictment, to a fine in the discretion of the court or to imprisonment for a term not exceeding 14 years, or to both; or

  • (b) on summary conviction, to a fine not exceeding $200,000 or to imprisonment for a term not exceeding one year, or to both.

• Marginal note:Reviewable conduct

  (6) Nothing in Part VII.1 shall be read as excluding the application of this section to a representation that constitutes reviewable conduct within the meaning of that Part.

• Marginal note:Duplication of proceedings

  (7) No proceedings may be commenced under this section against a person against whom an order is, on application by the Commissioner, sought under Part VII.1 on the basis of the same or substantially the same facts as would be alleged in proceedings under this section.