Dutil, Mainville, Moore

Appeal from a judgment of the Superior Court dismissing an application for judicial authorization to sell an immovable by agreement. Dismissed.

The Coopérative d’habitation les 5 Continents, which was constituted under the Cooperatives Act (CQLR, c. C-67.2) to provide social housing, was dissolved by ministerial order in 2019. The Quebec Minister of Revenue, who became the ex-officio liquidator, wanted to sell a building to a private company. The respondent, acting for the Minister, filed an application under s. 24 of the Unclaimed Property Act (CQLR, c. B-5.1). The trial judge found that the Superior Court does not have jurisdiction under this provision on the ground that it covers only the types of property listed in s. 2 of the Act. According to the judge, to sell the building at issue, the Minister required ministerial authorization under s. 221.2.5 of the Cooperatives Act.

Section 221.2.5 of the Cooperatives Act is a provision of public order, and its purpose is to ensure the continued existence of cooperative housing inventory and to preserve the social mission of housing cooperative immovables that benefitted from government assistance programs. That purpose weighs heavily in favour of requiring the liquidator of a cooperative to obtain ministerial authorization, even in cases of involuntary dissolution. Indeed, although liquidators have the full administration of the dissolved housing cooperative’s property, they do not act without restriction. Article 1308 of the Civil Code of Québec (S.Q. 1991, c. 64) states that, in carrying out his duties, he must comply with the law, which includes legislative provisions that aim to maintain the social or community destination of the buildings that were built, acquired, restored, or renovated as part of a Government housing assistance program.

Moreover, as stated in Déneigement & Excavation M. Gauthier inc. c. Comité paritaire de l'entretien d'édifices publics, région de Montréal (C.A., 2022-11-24), 2022 QCCA 1586, SOQUIJ AZ-51896710, 2022EXP-3132, 2022EXPT-2592, when faced with two possible interpretations of social legislation, it is appropriate to choose the interpretation consistent with its main purpose. The fact that the balance of the winding-up is devolved to a cooperative organization is not sufficient to meet that purpose, because the social or community nature of the building itself is at issue. Therefore, the judge did not err in finding that the Quebec Minister of Revenue must obtain the ministerial authorization required under s. 221.2.5 of the Cooperatives Act to sell the building.

The judge erred in law, however, in finding that the judicial authorization required by s. 24 of the Unclaimed Property Act was not also required. First, s. 2 expressly provides that the property of a dissolved legal person is covered by that Act when its administration is entrusted to the Minister by another statute or when no other administrator has been appointed to liquidate the property. Second, s. 24 of the Unclaimed Property Act states that the authorization of the court is required to alienate by onerous title property described in any legislative provision under which the Minister must act as the administrator of the property of others. Third, there is nothing excessive about requiring the Minister to obtain the authorization of the court provided for in that section, when such authorization is not otherwise required for other administrators or liquidators performing similar, if not identical, functions. Last, ministerial authorization and judicial authorization do not have the same purpose and can easily be justified.

Legislation interpreted: s. 24 of the Unclaimed Property Act and s. 221.2.5 of the Cooperatives Act.

Text of the decision: http://citoyens.soquij.qc.ca