Supreme Court Judgments

Supreme Court of Canada

Phillips et al. v. Samilo et al., [1972] S.C.R. 201

Date: 1971-06-28

Victoria Phillips and Kenneth Meredith, Executors of the Estate of Victor Alexander Phillips (Defendants) Appellants;

and

B.B. Enterprises Ltd. (Defendant) Appellant;

and

Sonia Samilo and Sophia Ewachniuk, Executrices of the Estate of Alexander Joseph Pylypchuk (Plaintiffs) Respondents.

1971: March 11, 12; 1971: June 28.

Present: Martland, Judson, Ritchie, Hall and Laskin JJ.

ON APPEAL FROM THE COURT OF APPEAL FOR BRITISH COLUMBIA

Agency—Ratification—Hotel business operated by family unit—Father suffering stroke and executing power of attorney in favour of daughter—Claim for taxes unlawfully withheld—Father becoming incompetent—Solicitor negotiating tax settlement on behalf of family—Whether father’s estate liable for share of amount paid in settlement.

By a systematic and sustained conspiracy, a closely knit family unit set about to defraud the Income Tax Department and did so over a period of years. Several business ventures were operated in which A.J., his son Victor and his son-in-law Roman each had interests. The business out of which the income tax evasions arose was with respect to a hotel during the period 1943 to 1959.

After suffering a stroke in 1955, A.J. executed a power of attorney in favour of his daughter Sophia and she acted for him thereafter. A.J.’s condition worsened and he was hospitalized in August 1963. He became mentally incompetent and on August 10, 1964, Sophia was appointed committee of his estate. A.J. died December 25, 1964.

It was arranged by the members of the family, including Sophia as attorney for A.J., that Victor would be their spokesman in endeavouring to settle with the Tax Department which was claiming an amount in excess of $300,000 in taxes unlawfully withheld. A.J. and Roman did not have the cash available to settle the tax claim, and it was agreed that Victor who was in the best position to do so

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would arrange to assemble from such sources as were available, including the appellant B.B. Enterprises Ltd., and by borrowing whatever funds were required to pay the taxes for the group, including A.J., and that A.J. and Roman would reimburse for their shares in due course.

On Victor’s death, which occurred on June 9, 1963, the appellant Meredith, a barrister and solicitor and one of the executors of Victor’s estate, was retained to continue negotiations with the Department and to arrive at a settlement. After months of negotiations a settlement was finally reached.

An action was later commenced by the executrices of A.J.’s estate (Sophia and her foster-sister) against the appellants. The appeal to this Court was limited to the counterclaim of the appellants for contribution by the estate of A.J. to the tax settlement. The Court of Appeal in dismissing the counterclaim reversed the judgment of the trial judge in that respect.

Held: The appeal should be allowed.

The trial judge found that A.J. was competent to deal with the tax matters, except when depressed, until he was hospitalized in August 1963, if the family, i.e., Sophia, had chosen to consult him; that he became incompetent soon after that, but before Victor’s executors had made the payments on A.J.’s account. He also held that the solicitor was lulled into a sense of security, that he was doing the best he could for the whole family and that they participated in and approved of what he was doing on behalf of A.J.; that the solicitor had no knowledge that A.J.’s condition had worsened after August 1963, or of A.J.’s resulting incompetence. There was no evidence that the solicitor’s co-executrix knew more about A.J.’s incompetence than he did.

These findings were affirmed, and, therefore, the defence that A.J. was not competent to make the arrangements and Sophia had no power to do so under her power of attorney failed.

In any event, the settlement with the Crown, the arrangement between the individual taxpayers and the payments by Victor’s executors and B.B. Enterprises Ltd. were ratified by Sophia, as the committee of her father’s estate. She had full knowledge of all the material facts.

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Sophia’s acceptance of a refund of part of the moneys seized by the sheriff from two of A.J.’s bank accounts and remitted to the Crown constituted ratification of the settlement and of the payments made by Victor’s estate and B.B. Enterprises Ltd.

APPEAL from a judgment of the Court of Appeal for British Columbia[1], limited to the counterclaim of the appellants which the Court of Appeal dismissed, reversing the judgment of Seaton J. in that respect. Appeal allowed.

B.J. McConnell, for the defendants, appellants.

R.P. Anderson, Q.C., for the plaintiffs, respondents.

The judgment of the Court was delivered by

HALL J.—This is an appeal from the Court of Appeal for British Columbia limited to the counterclaim of the appellants which the Court of Appeal dismissed, reversing the judgment of Seaton J. in that respect.

The litigation arises out of the business dealings of a closely knit family unit which, by a systematic and sustained conspiracy, set about to defraud the Income Tax Department and did so over a period of years.

The family unit consisted of A.J. Pylypchuk (who is hereafter referred to as “A.J.”) who was head of the family and came from Alberta to Vancouver in 1943. He died December 25, 1964. His widow, Mary Pylypchuk, survives and was a witness at the trial. A.J. and Mary had a son, Victor, a daughter, Sophia, and a foster daughter, Sonia. The daughters are executrices of A.J.’s will, the plaintiffs in the suit and respondents in the appeal. Victor changed his last name to Phillips and married Victoria Ewachniuk. Victor died by his own hand June 9, 1963. He is hereafter referred to as “Victor”. A.J.’s daughter, Sophia, hereafter referred to as “Sophia” married Roman Ewachniuk, the brother of Victor’s wife, Victoria. They have three children. Roman Ewachniuk sometimes used the name Roman Evans and is

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hereafter referred to as “Roman”. After coming to Vancouver, several business ventures were operated in which A.J., Victor and Roman each had interests.

The business out of which the income tax evasions arose was with respect to Regent Hotel Ltd. during the period from 1943 to 1959. The history of the various transactions respecting Regent Hotel Ltd. may be summarized as follows:

(a) The hotel was purchased in 1943. The price for the property was $75,000 and for the shares $65,000.

(b) In 1943, the shares of Regent Hotel Ltd. (120) were bought by A.J., Victor and Roman (40 shares each). They also bought one-third interests each in the hotel property. The three became directors and took part in the operation of the hotel together with each of their wives. Sophia testified that A.J. went there every day for several hours but did not hold a full-time job for any specific hours. Sophia did bookkeeping at the hotel for a short period of time.

(c) In 1951, A.J. sold his 40 shares to one Chmilar but retained his one-third ownership of the property.

(d) In 1954, Regent Holdings Ltd. was incorporated. Shares were issued equally to A.J., Victor and Roman. The Regent Hotel property was sold to Regent Holdings Ltd. for $75,000 for which debentures were issued to the individuals equally.

(e) In 1956, Victor sold his shares of Regent Hotel Ltd.—20 to one Bodner and 20 to Roman. Also in 1956, Roman acquired a further 20 shares from Chmilar.

(f) In October 1959, the 20 shares of Bodner and 20 shares of Chmilar were acquired by Victor. Victor and Roman then sold and transferred their 40 and 80 shares respectively to Regent Holdings Ltd. Regent Holdings Ltd. then sold the hotel assets and shares of Regent Hotel Ltd. to one Dr. Moscovich. The price was $527,500, payable part in cash and part on terms. It was part of the deal with Dr. Moscovich that all income tax liability in respect of Regent Hotel Ltd. would be paid by the vendors, and Dr. Moscovich withheld payment of a considerable portion of the price pending clearance of any income tax liability.

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(g) In 1954, A.J. made a gift of his shares and debentures of Regent Holdings Ltd. to his three grandchildren who are the three children of Roman and Sophia Ewachniuk. The interest was transferred to Sophia who held it in trust for the children.

There were several enterprises and in particular Regent Hotel Ltd., B.B. Enterprises Ltd. and B.B. Auto Finance which featured largely in the trial, but the issues in this appeal are limited to those arising out of the income tax liability of Regent Hotel Ltd.

After the sale in 1959 by Regent Holdings Ltd. to Moscovich of the shares of Regent Hotel Ltd. and the Regent Hotel lands, the Income Tax Department commenced an investigation into the affairs of Regent Hotels Ltd. for the years 1943 to 1959. The tax officials made simultaneous searches of the hotel premises, the home of Victoria and the home of Roman and Sophia and seized documents and records pertaining to the hotel operations for the years in question. After the seizure of these documents by the Tax Department officials, Sophia and Victor went through the papers and records in A.J.’s home and burned a large quantity of them as being incriminating if obtained by the Tax Department.

A.J. had suffered a stroke in 1955. On December 15, 1955, he executed a power of attorney in favour of Sophia and she acted for him thereafter. This power of attorney was never revoked. Because of his illness the tax fraud investigation and subsequent procedures and the fact that he was being charged were kept from him. He had made a will in 1957. On June 18, 1963, after Victor’s death, he made a new will. This will was admitted to probate with the respondents as the executrices. A.J.’s condition worsened and he was hospitalized in August 1963. He became mentally incompetent and on August 10, 1964, Sophia was appointed committee of his estate by order of Mr. Justice Wootton.

The tax matter was one of grave concern and the subject of much discussion within the family, excluding A.J. It was arranged amongst the others, including Sophia as attorney for A.J., that Victor would be the spokesman for the family in en-

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deavouring to settle with the Tax Department which was claiming an amount in excess of $300,000 in taxes unlawfully withheld. A.J. and Roman did not have the cash available to settle the tax claim, and it was agreed that Victor who was in the best position to do so would arrange to assemble from such sources as were available, including B.B. Enterprises Ltd., and by borrowing whatever funds were required to pay the taxes for the group, including A.J., and that A.J. and Roman would reimburse for their shares in due course.

The position taken by Victor, Sophia and the other members of the family was not to challenge the fact of having unlawfully withheld the payment of taxes due nor to challenge the assessments being made and their obligations for the assessments. They decided to accept liability and pay the least amount which could be agreed upon with the Department following negotiations which Victor was to conduct.

The fact that A.J. was involved in the tax fraud scheme is established beyond question. He had installed in his basement a hidden safe in which bonds, cash and securities were kept according to the evidence of Sophia and Mary Pylypchuk. The safe contained $75,000 in bonds, the property of A.J., and $10,000 in bonds, the property of Victor.

Criminal charges were laid against Regent Hotel Ltd., A.J., Victor, Roman and Chmilar in February 1963. Attempts were made to have the charges dropped, but the Tax Department was adamant that the prosecutions would have to be proceeded with. On June 9, 1963, Victor committed suicide. The appellants, Victoria Phillips and Kenneth Meredith, were appointed executors of his estate.

On Victor’s death the appellant, Kenneth Meredith, a barrister and solicitor and one of the executors of Victor’s estate, was retained along with Mr. J.G. Gould (now Gould J.) as counsel to continue negotiations with the Tax Department and to arrive at a settlement. The history of the negotiations between the appellant, Mr. Meredith,

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and the Tax Department is a long one which involved at least two trips by Mr. Meredith to Ottawa and numerous meetings and interviews with the Department officials.

As a result of the months of negotiations between Mr. Meredith and the Tax Department, a settlement was finally agreed upon under which the sum of $298,073.71 was to be paid as of January 31, 1964. By this time Messrs. Russell & DuMoulin, barristers and solicitors, Vancouver, had been retained by Roman (Ewachniuk) to act for him in the matter as distinct from Mr. Meredith. Details of the settlement arrived at by Mr. Meredith with the Tax Department were set out in a letter dated March 17, 1964, from Meredith to Russell & DuMoulin. That letter reads in part as follows:

The total liability on the agreement reached with the department we believe to be as follows as at 31 January 1964:

The liability of Regent Hotel Ltd. must be paid by the individuals.

To date there has been paid the following amounts:

By or on behalf of the Phillips Estate $184,300.00

In addition to this, amounts are available to be paid to the department as follows:

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The total of the amounts already paid and those available to be paid amount to $300,300.00.

The difference between the sum of $298,073.71 and $300,300.00 may be taken to cover incidental interest charges since 31 January 1964.

Having set out the details of the settlement and of the amount still to be paid, Mr. Meredith’s letter proceeded to deal with matters claimed to be at issue by Roman against Victor’s estate and A.J.’s estate. The letter provided that Roman was to take action within 60 days to assert his claims and his right to do so was preserved. He did take an action which was tried by Monroe J. and dismissed on June 9, 1967. Subsequently he began another action involving substantially the same claims and this action was tried and dismissed by Rae J. on June 25, 1969.

The letter of March 17, 1964, contained a copy on which Roman and Regent Holdings Ltd. were asked to endorse their consent and return to Meredith. This was done and a copy of the letter was returned to Meredith with a notation as follows:

IN CONSIDERATION of B.B. Enterprises Ltd. and the Phillips Estate making payment of the sum of $70,000.00 to the department, we agree to the provisions and conditions set forth in the within letter.

“Roman Ewachniuk”
Roman Ewachniuk

REGENT HOLDINGS LTD.
Per: “Roman Ewachniuk”
Per: “Sophia R. Ewachniuk”

The substantial issue in this appeal resolves into determination of the position taken by Sophia that A.J., while he was yet alive and his estate after his death, could not be be held liable for any share of the $300,300 paid to the Income Tax Department on the ground that Sophia’s power of attorney had become inoperative after A.J. was hospitalized in August 1963 and was

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said to be mentally incompetent. The learned trial judge, Seaton J., found against the respondent on this issue, saying as follows:

Considering all of the evidence, unsatisfactory as much of it is, I conclude that Mr. Pylypchuk’s mental condition was substantially impaired by the stroke of 1955 but that he did continue to have sufficient ability to consider matters which interested him and were not too complex. During this period he was subject to emotional changes and, on some days, was too depressed to consider business matters. On most days he was not interested and the family protected him against business problems.

After the hospitalization in August 1963, the evidence would tend to indicate that Mr. Pylypchuk was seldom capable of considering business matters. This did not substantially change the attitude of the family towards him as they had consistently shielded him from problems.

I would conclude that after the 1963 hospitalization Mr. Pylypchuk was not competent but that prior thereto he was, except when depressed, sufficiently capable for the purposes with which we are now concerned. Payments to the Income Tax Department were made after the 1963 hospitalization when Mr. Pylypchuk must be considered as incompetent.

The further difficulty is to determine the stage at which Mr. Meredith should be attributed with knowledge of Mr. Pylypchuk’s incompetence. While he was put on his guard by the original material produced to him by Mr. Phillips and the doctor, it was not unrealistic of him to look upon time (sic) as exaggerated. The material was obtained for the purpose of persuading the Crown not to proceed and painted as dark a picture as possible. There was sufficient for him to be on his guard from 1960 but there was nothing to cause further alarm. Mrs. Pylypchuk told him that Mr. Pylypchuk was fairly well when she called after Mr. Phillips’s death. Mrs. Ewachniuk continued to execute documents pursuant to the power of attorney. It is apparent that I accept Mr. Meredith’s evidence where it disagrees with a member of the family.

It appears that Mr. Meredith was lulled into a sense of security because the whole of the family was involved in this extremely urgent matter. He was also satisfied that what he was doing was in the best

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interests of Mr. Pylypchuk and that the family were determined to protect the father. The whole of the family participated and approved of what was being done and no one objected to Mr. Meredith’s handling of the matter on behalf of Mr. Pylypchuk. Mr. Meredith, under all the circumstances, cannot be fixed with knowledge of Mr. Pylypchuk’s incompetence.

It has been suggested that upon Mr. Pylypchuk becoming incompetent, Mrs. Ewachniuk’s power as agent ceased. Mr. Meredith had received his instructions through Mrs. Ewachniuk and Mr. Phillips and the plaintiffs maintain that his authority ceased on the death of Mr. Phillips and the incompetence of Mr. Pylypchuk. I would conclude that Mr. Meredith was retained by the authorized person, Mr. Phillips; that the arrangement was concurred in and approved by Mrs. Ewachniuk; and that Mr. Meredith learned nothing to indicate that Mr. Pylypchuk’s condition had worsened.

A somewhat similar situation was dealt with in Kerr v. Town of Petrolia (1922) 64 D.L.R. 689 at pp. 694-5:

“The defendant corporation also contended that at the time of the execution of the lease John Kerr was of unsound mind and incapable of managing his affairs, whereby the power of attorney was revoked or the right to act upon it was suspended, and that in either case the execution of the lease by Kenneth Campbell Kerr was unauthorised and the lease itself void.

As already stated, John Kerr was in his right mind when he executed the power of attorney. If, thereafter, and before the lease was executed, he became insane, then the questions are: what effect, if any, had such subsequent insanity upon Kenneth Campbell Kerr’s previous authority to execute the lease, and upon the lease itself?

Some text-writers state that insanity of the principal ipso facto revokes the agency, but the cases do not support such an unqualified proposition: for example, in the leading case of Drew v. Nunn (1879), 4 Q.B.D. 661, it was held that a lunatic was liable on contracts made by his agent with third persons who were ignorant of the fact of the principal’s lunacy, but to whom the lunatic when sane had represented that the agent had authority to contract for him; thus in such a case the principal’s insanity does not revoke the agency.”

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The defendants have purported to charge to A.J. Pylypchuk a portion of the fine paid by Mr. Ewachniuk and there is no justification for that. They have also charged a full one‑third of the legal expense and that is not appropriate. The defence of Mr. Pylypchuk with regard to the criminal charges was not comparable with the other two individuals or the company.

The defendants have shown that expense was incurred on Mr. Pylypchuk’s behalf with regard to the criminal charges but this should be 10 per cent of the whole. Mr. Pylypchuk can also be charged with his share of the company defence and I would attribute 30 per cent of the whole defence cost to the company.

Subject to this limitation I find that Mr. Meredith had authority to resolve the matter as he did. As the sanity question is a difficult one the conclusion as to the income tax set off should be examined on the basis of other arguments that were raised.

Had the defendants argued a trustee relationship I would have inclined to the view that they had properly discharged Mr. Pylypchuk’s indebtedness to the Income Tax Department from funds held on his behalf.

The income tax matter must also be resolved in favour of the defendants on the basis of restitution, or the more commonly used descriptions: “unjust enrichment” and “quasi‑contract”. Probably the designation “unjustifiable enrichment” is most suited to the area with which we are now concerned.

In the Court of Appeal, McFarlane J.A. with whom Robertson J.A. concurred (Davey C.J.B.C. dissenting) held as follows:

There is no suggestion that Sophia or any other person, after May 14th, 1964, agreed on A.J.’s behalf that he would accept the proposed allocation. I must conclude, therefore, accepting the learned judge’s findings as to the true situation existing in March, 1964, that the alleged authority or agreement was not given at any time.

There was a suggestion in argument that by accepting a refund from the Department of National Revenue, Sophia had knowingly taken a benefit under the settlement and thereby, on behalf of A.J. or his estate, ratified the arrangement made by Mr. Meredith. I cannot accept that argument since funds were

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attached directly from A.J.’s bank account under a writ of extent. Moreover Sophia’s full knowledge of facts and full understanding of rights, required to support a finding of ratification, are not proved.

It is only just to say that I concur in the view of the learned trial judge that Mr. Meredith dealt with the income tax problems in the best interests of all concerned, ably and in good faith.

In my opinion, however, the cross-appeal must be allowed and the counterclaim dismissed.

In his reasons, Davey C.J.B.C. held as follows:

The learned trial judge found, as I have said, that the arrangement was that the various credits and debits should be sorted out later after payment of the money due the Crown. That finding is supported by the evidence, but it seems that much of this sorting out had been done between the memorandum of October 11, 1963, Exhibit 22, and the letter of March 17, 1964, Exhibit 26, and that by that date Ewachniuk and Sophia had accepted the amounts shown in Exhibit 26, as the prima facie share of Ewachniuk and A.J., subject to reservations that are no longer material. But on reflection I think the expression “prima facie liability” used in Exhibit 26 is flexible enough to allow the learned trial judge to make appropriate adjustments in the shares of the several taxpayers in order to carry out fairly and equitably the spirit of the arrangement, and I am not disposed to interfere with the adjustments made.

So far I have approached this appeal on the assumption that Sophia was fully authorized in all she did by the power of attorney from A.J., dated December 13, 1955. Sophia and her co-executrice argued that her authority under this power of attorney was revoked before the material times by A.J.’s mental incompetence, but that plea was not raised until the statement of claim and reply and defence to counterclaim were amended on February 14, 1968, the action having been commenced on October 1, 1965.

The learned trial judge analysed the evidence most carefully and concluded that A.J. was com-

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petent to deal with the income tax matters, except when depressed, until he was hospitalized in August, 1963, if the family, i.e., Sophia, had chosen to consult him; that he became incompetent soon after that, but before Victor’s executors had made the payments on A.J.’s account. He also held Mr. Meredith was lulled into a sense of security, and that he was doing the best he could for the whole family, and that they participated in and approved of what he was doing on behalf of A.J.; that Mr. Meredith had no knowledge that A.J.’s condition had worsened after August 1963, or of A.J.’s resulting incompetence. I can recall no argument by counsel, nor any evidence that Victoria, Mr. Meredith’s co-executrix, knew more about her father-in-law’s incompetence than he did.

I would not disturb those findings of fact, supported as they are by ample evidence, and so the defence that A.J. was not competent to make the arrangements, and Sophia had no power to do so under her power of attorney must fail in law against Victor’s estate and B.B. Enterprises Ltd.

In any event I think the settlement with the Crown, the arrangement between the individual taxpayers, and the payments by Victor’s executors, and B.B. Enterprises Ltd., were ratified by Sophia, as the committee of her father’s estate. That was pleaded as estoppel, and argued as election, but in my opinion it constituted ratification of what Mr. Meredith had done.

It follows from what I have said that Sophia had full knowledge of all the material facts, although she might not have fully understood that she could not bind her father or his estate, if Mr. Meredith or Victoria had known of his incompetence. But that kind of knowledge was not necessary for ratification in this kind of situation, as the facts were known.

After the settlement with the Crown and the payments by Victor’s executors and B.B. Enterprises Ltd. of the full amount owing, the Minister of National Revenue issued revised assessments against the four taxpayers, increasing the levy against Regent Hotel Ltd. by $6,955.75 to $245,198.75 and reducing

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A.J.’s by $41,079.15 from $48,261.00 to $7,181.85. On September 17, 1963, before the settlement the Sheriff had seized $11,475.53 from two of A.J.’s bank accounts under a writ of extent, and remitted the money to the Crown. On August 25, 1964 the Crown paid $4,664.42 to A.J., being the amount remaining after using the money levied by the Sheriff to pay the revised assessment. Sophia kept this money and presumably credited it to her father’s account. I may say that I have been unable to exactly reconcile this figure, and the others mentioned in Exhibits 22 and 26, with other statements, but assume that the small differences represent interest that was constantly accruing to the Crown.

Sophia received this refund as committee of her father’s estate, having been appointed committee under the Patients’ Estates Act, 1962 (B.C.), c. 44, by order dated August 10, 1964, which expressly gave her, as permitted by the Act, the same power over A.J.’s estate that he had. I take it to be clear under the authorities that A.J. could have ratified what Sophia, or Mr. Meredith, had done, if he had been competent at the time of ratification. The acceptance of this refund was ratification of the settlement with the Crown, because the money became payable to A.J. as a result of that settlement. It was ratification of the payments made by Victor’s estate, and B.B. Enterprises Ltd. because the settlement with the Crown required the individual taxpayers to pay the levy against the hotel, and only the payments made by Victor’s estate and B.B. Enterprises Ltd. made it unnecessary for the Crown to resort to the balance of A.J.’s money for that purpose. So, although the refund came from the monies seized from A.J.’s bank accounts, it was made possible only by the payments made by Victor’s estate, and B.B. Enterprises Ltd.

I have considered the conditions of ratification laid down by the authorities, which raise questions of some nicety in this context. However, the time available does not permit extended discussion of them, so I shall merely state that I am satisfied on the foregoing facts there was ratification in law.

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and he specifically approved of the remarks of the learned trial judge regarding Mr. Meredith’s handling of the tax settlement as follows:

I am satisfied beyond any doubt that Mr. Meredith’s conduct of the income tax matter was in the best interests of Mr. Pylypchuk and his estate. Had the matter fallen into less able hands, it may well have been that Mr. Pylypchuk or his estate would have been liable for a very much greater amount. I am equally satisfied that Mr. Phillips exercised his best endeavours on behalf of his father. No prejudice arose to the father from any conflict of interest which might have existed.

I agree with the findings and conclusions of Davey C.J.B.C. I would allow the appeal and restore the judgment of Seaton J. in so far as it relates to the counterclaim of the appellants for contribution by the estate of A.J. to the tax settlement as aforesaid. The judgment of the Court of Appeal should be varied accordingly. The appellants are entitled to their costs in this Court. They are also entitled to the costs of the cross-appeal in the Court of Appeal. The disposition of the trial costs made by Seaton J. should stand.

Appeal allowed with costs.

Solicitors for the defendants, appellants, Victoria Phillips and Kenneth Meredith: Meredith, Marshall, McConnell & Scott, Vancouver.

Solicitors for the defendant, appellant, B.B. Enterprises Ltd.: Farris, Farris, Vaughan, Taggart, Wills & Murphy, Vancouver.

Solicitors for the plaintiffs, respondents: Boughton, Street, Collins, Anderson, Dunfee & Craig, Vancouver.