April 16, 1920

UNI L

William Stevens Fielding

Unionist (Liberal)

Hon. W. S. FIELDING (Shelburne and Queen's):

For the reasons which have already been mentioned by my hon. friend (Mr. McKenzie) I think it is not desirable to have a renewal of the contest of last session over this Grand Trunk question, but there are one or two thoughts which I desire to express. I think it is unfortunate for the ministry, unfortunate for the House, and unfortunate for the country that when the Government comes to us on this Grand Trunk business they are in a tremendous hurry. The last session of Parliament was called for a special purpose, but after that purpose had been accomplished, after the minister leading the House had practically announced the day of prorogation, after he had advised us to pack our trunks and be ready to depart, after some of the members had acted upon the advice and had departed, the Government brought before Parliament this Grand Trunk Railway Bill, one of the most important measures ever submitted to it. They then told us that they were in a desperate hurry, and that nothing could wait. The session was pressed on, and morning, noon and night this Parliament was kept sitting in order that the Government might rush this measure through in a tremendous hurry-it was a rush order. Now the Government are here again on the same subject. They were in such a rush last session that they did not even take the time, although they made provision to pay the price-there was no weakness in that part of the arrangement-they did not even take the time to secure the title to the property for which they were paying. They made provision for payment,-there was no trouble about that, there was no weakness in that, nobody suggested there was any difficulty there-but now they have discovered that they are going to pay money for property which they have not acquired, and they are coming here to-day to secure amendments to the existing legislation in order that they may acqtiire a property which they last session agreed to pay for without making any inpuiries about it at all,

That illustrates the way in which the Government have been handling this Grand Trunk business, and it ought to make some impression upon the country. It is strange that in this connection the Government always wishes to do the business in rush order.

I was not present when the Minister of Railways explained the Bill at the first reading, but from the reports published 1 understand he stated that the only necessity for this Bill was in respect to the correction of these small errors,-the insertion of the two railway lines which were not included in the schedule. Well, if that is all that is necessary, we can agree, I am sure, to help the Government correct their mistake; we all ought to be ready to do that. But if that is all that is necessary, why do the Government wish to open up the whole question and ask us to again ratify this contract? Last session the House by a substantial majority decided in favour of the Government's policy. We who differed from that policy bowed, as we were bound to bow, to the decision of the House. But why are we to be again asked to open up the question, especially if it is not necessary? Having got the authority of Parliament last year, why does not the Government act upon it? Why come and ask the House to again vote them authority if everything is all right? "Oh," says the minister, " there is some trouble about the regularity of the meeting in London; it appears that some shareholders of the old Great Western 'Company, which was many years ago amalgamated with the Grand Trunk 'Company, did not get adequate notice." My hon. friend from Cape Breton North (Mr. McKenzie) rather thinks the notice was not adequate. I am not going to endorse his view in that regard; I am going to accept the Government's view that everything was regular.

The matter has been investigated by the Grand Trunk Company's solicitors in London-able men. They, according to the ministerial statement, have said that the. notice was all right. The Government have their solicitors in London-able men too, and they say it was all right. In both cases eminent counsel have been employed to confirm that opinion, and they say, '"The meeting was all right." Then the matter is referred to us in Canada, and the Minister of Justice tells us that it was all right. Well, if all these authorities say the whole proceeding was regular, and the so-called defect has no foundation in fact, why do the Government come here and ask us to pass on it again?

The Minister of Railways has an answer to that. He says that if there is a doubt over there it could be corrected by the company, but it would be a

4 p.m. great deal of trouble to get another meeting of the Grand Trunk shareholders. I waht to relieve his mind

on that point and to tell him that there is at this moment a notice in the Canada Gazette calling a meeting of the Grand Trunk shareholders fifteen days from the present date. At that meeting they could do all that is required in the way of rectifying any irregularities in connection with the former meeting. But the hon. gentleman is not content to leave the matter to them; he comes back here and although he says it is not necessary that this agreement should be again ratified, he asks us to ratify it again. His action gives rise to the suspicion-and people in matters of this kind cannot help being suspicious-that there is some object in view beyond what the hon. minister has told us. If there is nothing to do but to simply correct these small errors, -and we are unanimous in joining to correct them,-why go any further? Why not be content to say: This is an Act to correct two small mistakes made a year ago, and let us deal with it as such? But no, my hon. friend is not content to do that, although if there was any defect in regard to the arrangements for calling the previous meeting, it is entirely possible for that defect to be made good by the meeting of the Grand Trunk shareholders to be held on the 29th instant.

The question is raised: Is this agreement entirely in conformity with the Act Parliament passed last session? When the Minister of Railways was then asked that the agreement itself should be submitted to Parliament for ratification before finally becoming effective, his reply was: The

agreement will have to be in accordance with the Act. We have the Act and the agreement before us, and my hon. friend from North 'Cape Breton has called attention to what seems to be a very important fact. When the legislation of last session was before the House we found that the Government had included the following:

The Government may lend to the said Committee of {Management-

That is the committee of management to be appointed under the first suggested arrangement.

.-upon the notes or other obligations of the Grand Trunk such sums as the Government may from time to time deem necessary for the carrying on or operation or improvement of the said Grand Trunk system.

Attention was called to that in the House, and the Government wisely, I think, decided to strike it out. But it now appears in another form very much like the abandoned clause. My hon. friend (Mr. McKenzie) has read the words; let me repeat

them. Although Parliament distinctly refused to put any such provision in the Act, yet we find in the agreement the following:

The Managing Committee may, with the consent of the Governor in Council, borrow from the Government on Grand Trunk notes or other obligations or securities approved by the Governor in Council for the carrying on or improvement or operation of the Grand Trunk system.

There is no mention of any particular sum, and we have no intimation as to whether we are to be asked to authorize any particular sum, but there is in this agreement, notwithstanding that Parliament decided to strike out a clause of similar character, that very clause in another form, and in that respect I submit the agreement is not in conformity with the Act. If that be the case, if we find in that respect something in the agreement which was not authorized by Parliament, I suppose a critical examination by members of the legal profession, who are better qualified than I am for that work, may possibly disclose other discrepancies.

I think the Minister of Railways should be fair with us in this matter. Let us take him at his word. If this agreement is all right, if the Government have only put in the agreement that which Parliament authorized, and if the only thing necessary is the correction of these two small errors of last session, let the Government be content to correct those errors and there will be a unanimous vote of the House. But it is not fair to raise the whole question and challenge us to ratify an agreement which, they say, has already been sufficiently ratified.

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Rt. Hon. C. J. DOHERTY (Minister of Justice):

I do not think it will be necessary for me to detain the House for any length of time to say what seems to be necessary to meet the observations from the other side. In the first place, there seems to be a disposition to attach a very much exaggerated meaning and importance to this particular Bill, and that perhaps is not unnatural, for it seems to be inspired by an innate suspicion, but I do not know whether it is a suspicion of everything that proceeds from these benches, or of everything that is connected with the Grand Trunk.

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L LIB
UNION
L LIB
UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

Because those were the provisions of the charter of the company. It is to be pointed out that what the statute called for was not for a decision of a majority of the individual shareholders, but for the majority of the voting power. There is no place where the voting power could be determined or ascertained except in the charter or other statutes regulating the company. As I understand the matter, the reference to the respective voters is found in the Act that amalgamated the Grand Trunk and the Canada Atlantic; but that

statute contented itself, when the amalgamation was brought about, with leaving to the different classes of stockholders the voting power that already belonged to them, and as an actual matter of fact, the holders of this Great Western debenture stock had no voting power and never had any voting power. It is precisely because at a meeting of the company they have neither right to attend nor power to vote that there arises any question whether they got sufficient notice, because under that same statute to which I referred, (the amalgamation statute of the two companies), it was provided that as regards meetings

of the company an advertisement in the Canada Gazette was sufficient

notice. If those Great Western shareholders were people entitled to attend and vote at a meeting of the company, then the whole question falls; they certainly had the necessary notice, and the counsel who suggests doubt whether they had necessary notice, suggests it precisely on the ground that, they being people who had no right to attend a meeting of the company and no power to vote at a meeting of the company, you could not interpret a notice calling a meeting of the company as being a notice to them. That is the ground of the objection. Therefore, if they be people who had any interest imaginable in the wide world to go to that meeting, then they were sufficiently notified. It is only because the view is entertained-and I think it is a perfectly correct view-that they were people who had neither right to" attend meetings of the company nor power to vote when they got there, that it is suggested that they were not covered by a notice sufficient to call a meeting of the company.

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L LIB

Daniel Duncan McKenzie

Laurier Liberal

Mr. McKENZIE:

I find that in the Act of last year the preamble states that they had the right to be there and to vote. Why did we so provide if they had no such right?

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

The hon. member's spectacles must be a little out of order. What we said. in the preamble of the Act was:

Whereas the present capital stock of the Grand Trunk Railway Company of Canada consists of the following::

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L LIB

Daniel Duncan McKenzie

Laurier Liberal

Mr. McKENZIE:

Then the Great Western debenture stock is named among the others.

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

The preamble continues :

And whereas the present outstanding debenture stocks of the Grand Trunk Railway Company of Canada consisting of-

Then the stocks named include the Great Western debenture stock. Now, there is not the slightest doubt that although that stock is inserted as part of the capital stock, it is present outstanding debenture stock. There is not the slightest doubt that these people were holders of these outstanding Great Western debenture stocks and that as such they had no votes.

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L LIB

Daniel Duncan McKenzie

Laurier Liberal

Mr. McKENZIE:

We say in the preamble of the Acquisition Act that they have.

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

Where? Will the hon. member be kind enough to tell us where it is stated that they have votes?

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L LIB

Daniel Duncan McKenzie

Laurier Liberal

Mr. McKENZIE:

The list given includes the five per cent Grand Trunk debenture stock and five per cent Great Western debenture stock, which, I understand, is the one we are dealing with. It provides that holders of these stocks, "hereinafter called the present debenture stocks," are entitled to certain voting powers at meetings of shareholders of the Grand Trunk Railway Company.

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

The whole bulk of these are entitled to certain voting powers, but when you come to analyse them you find that one among them is not entitled to any voting power.

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L LIB
UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

But there is one in that list of persons who have certain voting powers who has no share in that voting power.

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L LIB
UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

The hon. gentleman and I will have to disagree as to just what we said. We said that taking these classes all together they had certain voting powers. When we came to determine how this question was to be decided, we said that it was to be decided by the majority of the voting power. Now, you cannot find the voting power set forth in this statute; you have to go, as I have said,, to the origin, and there you find that these Great Western people have no voting power. If the hon. gentleman is right and they had a voting power, then there is no question about the sufficiency of their notice. If I am right, it is only when you view the matter from the standpoint of my suggestion that they had not voting power that any possible question arises. If I am right, then how could these people figure among the majority of the voting powers-and that

is all that is required to Tatify? The ratification was to be not by a majority of the shareholders, but by a majority of the voting power. 80 that the question is purely a technical one, something in connection with which no injury can be done to any one.

Let me point out further-and I am almost ashamed to be piling up such unnecessary things-that no property of these people is taken from them. The hon. gentleman spoke about person and property being affected. Neither their persons nor their property is to be affected in the slightest degree by this transaction. We are acquiring the preferred and common stock; the holders of these are the proprietors whose property is affected. The Great Western debenture stockholders are affected only in this extent; that they get the Government guarantee for the interest on their debentures. They keep their property; all that comes to them from this agreement is the guarantee of the Government for their interest. Who can suggest, therefore, that they are in the remotest [degree prejudiced? What could be their complaint? Could they plead as a grievance before a court that they got a Government guarantee for their interest? 1 imagine the court saying: "What a grievance; surely you must be listened to; you must have a remedy; you must be relieved of that Government guarantee; no court can stand by and see anybody's claim made unquestionable for all time." That is the intolerable grievance that the gentlemen who were not notified, if they were not notified as they ought to have been, would have to lay before a court. So that I think our consciences may be absolutely at rest as to any possible suggestion that any interest would be prejudiced ot affected in any way by our ratifying so far as this question of notice is concerned.

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L LIB

Emmanuel Berchmans Devlin

Laurier Liberal

Mr. DEVLIN:

The minister's contention, I take it, is that the Bill now before the House is absolutely unnecessary.

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UNION

Charles Joseph Doherty (Minister of Justice and Attorney General of Canada)

Unionist

Mr. DOHERTY:

Now, let me meet the hon. gentleman's suggestion. I have not any doubt about these things, but the distinguished lawyer from North Cape Breton (Mr. McKenzie) has suggested-and it has been suggested by counsel-that there might be an extreme technical interpretation which, while not indicating that anybody suffered an injustice, would throw doubt upon the validity of that meeting.

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April 16, 1920