Bolduc v. Agence du revenu du Québec, 2025 QCCA 1470

A limited partnership (“SEC”) sold condo units for less than their fair market value to (i) the daughter and wife of Mr. Migliara, the founder of SEC, (ii) the two daughters of Mr. Bolduc, the other founder of SEC, (iii) Mr. and Mrs. Lapolla, who were shareholders of one of the limited partners, which also acted as SEC’s sales agent, and (iv) Mr Sponek, who was a shareholder of a business partner of SEC and was admitted to be a related person.

In finding that TA s. 422 TA (similar to ITA s. 69) applied to deem SEC to have received fair market value proceeds for the sales, the Court noted the finding in Deptuck that s. 69 applied equally to a partnership.

A limited partnership (“SEC”) sold condo units for less than their fair market value to the daughter and wife of Mr. Migliara, the founder of SEC,

In finding that TA s. 314 (similar to ITA s. 56(2)) applied to include a benefit in Mr. Migliara's income in respect of the sale to his spouse and daughter, the Court stated (at para. 23, TaxInterpretations translation):

In this case, Mr. Migliara was the driving force behind the SEC. He controlled it through the General Partner, of which he was the director. The SEC transferred the units according to his instructions and with his approval. He approved the sale prices and signed the presale contracts. It is clearly evident from the evidence that his role was active … .

limited partnership (“SEC”) sold condo units for less than their fair market value to (i) the daughter and wife of Mr. Migliara, the founder of SEC, (ii) the two daughters of Mr. Bolduc, the other founder of SEC, (iii) Mr. and Mrs. Lapolla, who were shareholders of one of the limited partners, which also acted as SEC’s sales agent, and (iv) Mr Sponek, who was a shareholder of a business partner of SEC and was admitted to be a related person.

Before finding that these sales resulted in taxable benefits to all of the above-named individuals pursuant to s. TA 1082.1 (similar to ITA s. 246(1)(a)), the Court stated (at para. 32, TaxInterpretations translation):

The scope of analysis under TA section 1802.1 is broad. It applies when the person receiving the benefit is not a shareholder, director, or employee. As soon as a benefit is received and the amount of that benefit is not included elsewhere in computing the taxpayer's income, whereas it should have been if the payment had not been made indirectly, TA section 1802.1 applies.