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CAN YOU DISPOSE OF The Ontario Court of Appeal says yes. It is now indisputably the law of Ontario that a testator, who is the sole owner of a private company, is able to dispose of the assets of that company by Will.
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At Pallett Valo LLP we give you what you need, not what you don’t. With our flexibility and the right expertise in a variety of business law areas, we provide you with a legal solution that is tailored to suit you – all without compromising service or quality. If you want legal representation that’s just the right fit for you, try on our Right-sized Thinking®.
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This should be carefully considered by all those estate planning lawyers who have traditionally advised clients that they may only dispose of the testator’s shares, and not the corporation’s assets, by Will. It is our experience that business owners commonly co-mingle assets in private companies and desire to gift those assets as their own, in their Wills. The case of Trezzi v. Trezzi was one such case. The deceased was sole owner of Trezzi Construction, which held real property and equipment used by active businesses, investment real property, and personal use property. By his Will, the deceased directed the real property and equipment owned by Trezzi Construction be gifted to his son, Albert, and the remaining assets of Trezzi Construction be divided among his wife and all three of his children. On an Application brought for direction, Mr. Justice Wilton-Siegel applied an intention analysis to conclude that the deceased intended to gift the corporate assets, that he intended to accomplish this by winding up the corporation and that the executors therefore had the authority to effect the wind up the corporation and effect the gifts.
Right-sized Thinking® • pallettvalo.com
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CONNECT | 2020 ISSUE 2
