Schultheiss v. The Queen, 97 DTC 863 (TCC)

Unlike the two other taxpayers (who were liable given their active involvement in the business), the third taxpayer "was an elderly man of minimal education who had virtually no idea what was going on ... and could not have influenced the course of events" (p.865) and, accordingly, was not liable.

Although two of the taxpayers had signed documents resigning as officers and directors, these documents were not formally filed with the corporation or accepted by a responsible officer of the corporation or by the board of directors, the provisions of s. 119 of the Business Corporations Act (Ontario) were not complied with in that as first directors they were not replaced by anyone on the board, there was no resolution of the corporation reducing the number of board members, and the two individuals, in fact, continued to attend board meetings. Accordingly, the purported resignations were not effective or complete.