May 12, 1902 (9th Parliament, 2nd Session)



Quite so. 1 do not think I have misstated the hon. gentleman's position. I say the hon. gentleman was not then able to make any further suggestion. I do not say that it is not proper for him to make the suggestion which he has made now, but I want to dispel any impression that the hon. gentleman's remarks may have left upon the House, that the committee were in the slightest degree indisposed to adopt any amendment necessary to secure the rights of the parties he represents. That was the feeling and desire on the part of the committee. I think myself that the hon. gentleman is quite within his right and is quite* free, notwithstanding anything that occurred before the committee, to suggest whatever he may regard as important tu further protection to these rights. It may well be that lie might fairly expect that some of his clauses should be adopted by the House. In the first place he wants to have inserted the word 'bondholders,' meaning that the bondholders should be consulted as well as the shareholders of the company in order that the concurrence of a proper proportion ot them should be had before any agreement should take effect for the transfer of this company to the present company. That is not an unreasonable proposition. It may be that it would be a little cumbrous to give to the shareholders who, the hon. gentleman says, have been superseded by the bondholders the same voting power, but I do not see at the moment how you could very well set aside the shareholders, and ns 1 am at present advised I would be disposed to think that it would be proper to add the bondholders, leaving the shareholders their present rights in that respect. As one member of the committee, I would vote for that, so that the bondholders may be able to protect themselves in as much ns they have superseded the shareholders, and in ns much by legislation of this parliament they have been placed practically in control of one of the railways at least.
I do not think that the third clause is as clear as the hon. gentleman assumes it to be. He would urge that no prescription or statutory limitation should be urged against the payment of claims by the company. He thinks it improper to insert that clause in the Bill, and he further contends that it is beyond our constitutional powers, because in his opinion we would thereby be amending the Civil Code of the province of Quebec. 1 may be wrong in the hasty conclusion I have arrived at on that point, but I cannot agree with the hon. gentleman. We are simply providing here as respects certain claims which are mentioned in this section ; which are not the claims of the bondholders or of those who hold securities and have priority on the property of the company. but which are claims enumerated in the Bill and which are mentioned ns claims for labour, the boarding house claims,
material and supplies furnished for the construction and operation of the railway. Those claims are being dealt with not as a matter of legal right, but we are simply recognizing that it would be proper to attach as a condition of the transfer of these railway properties, after the prior securities have been dealt with and before this company shall take over this railway property either at judicial sale or by agreement, that the particular claimants named here shall be paid in full disregarding any prescription which might militate against their recovery in law. Wo attach that as a condition to the transfer of the property. We are not interfering at all with anybody's legal rights, and we do not profess to interfere with the Civil Code of Quebec. We simply impose a condition upon the transfer of this property and if that condition is too onerous the company need not comply with it. If they are willing to take the transfer under this condition, they can do so, but if they are not willing they need not do so. I cannot agree that my hon. friend is right in asking that we should say that the company which takes over this property, shall only be asked to pay what claims are not barred. That would be the effect of his amendment if we adopted it. I would therefore think that clause 3 of the amendment should not pass.
I see no objection to clause 4 of the amendment, but I think it unnecessary, because the only section of the whole Bill which attempts to deal with the rights of creditors, mortgagees, or others is the ninth section. However, if the hon. gentleman thinks that his position and that of this clients would be any stronger. I would not hesitate to change the word ' section ' into the word ' act.'
The 5th clause of the amendment is :
That no valid title shall pass to the company until the said company shall have deposited in the hands of the Minister of Railways the sum of $100,000 in cash.
I think that is unnecessary. My hon. friend has no concern at all with regard !o the claimants who are referred to in the last section ; he is particularly concerned -on behalf of the bondholders, and if there is any conflict of interest, that conflict would be between the bondholders whom he represents and these claimants whom he does not represent.

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