In what circumstances may the Superior Court of Quebec correct a
written instrument that does not reflect the parties' intent?
That is the question that was considered by the Supreme Court
of Canada on November 8, 2012 on appeals from decisions of the
Quebec Court of Appeal in Agence du Revenu du Québec
(formerly the Deputy Minister of Revenue of Quebec) v. Services
Environnementaux AES Inc., et al. and Agence du Revenu du
Québec v. Jean Riopel, et al.
The panel consisted of McLachlin C.J. and LeBel, Fish, Abella,
Rothstein, Cromwell and Karakatsanis JJ. The Court reserved
judgment in both cases.
Services environnementaux AES Inc.
Centre technologique AES Inc. ("Centre") was a
wholly-owned subsidiary of Services environnementaux AES Inc.
("AES"). In the context of a corporate reorganization,
AES decided to sell 25% of its shares in Centre to a new investor.
AES and Centre instructed their advisors that there was to be an
exchange of shares under section 86 of
