TD Trust Company Act

Short title

1 This Act may be cited as the TD Trust Company Act, 1993. 1993, c. 13, s. 1.

Purpose of Act

2 The purpose of this Act is to provide for the transfer of the trusteeship and agency business of Central Guaranty Trust Company to TD Trust Company so that rights and obligations of those who have relations with Central Guaranty Trust Company and TD Trust Company with respect to that trusteeship and agency business may be clearly determined. 1993, c. 13, s. 2.

Exceptions from application of Act

3 (1) This Act does not apply to

(a) real or personal property owned or held by, vested in, or granted to Central Guaranty Trust Company, and that is held by Central Guaranty Trust Company exclusively for its own use and benefit, and not in trust for or for the benefit of any other person or purpose;

(b) real or personal property that is held by Central Guaranty Trust Company under a document or trust to which Section 4 would otherwise apply that is situate outside the Province, and any power, right, immunity, privilege or right of action that may be exercised by or against Central Guaranty Trust Company under any such document or trust with respect to that property, but,

(i) for all property situate outside the Province for which Central Guaranty Trust Company has been appointed, or is entitled to be appointed, by a court of the Province, as personal representative of a deceased person, whether as executor, administrator or otherwise, TD Trust Company may, upon application to that court, be appointed personal representative in the place and stead of Central Guaranty Trust Company with respect to that property, and

(ii) for all property situate outside the Province not coming within subclause (i), but held by Central Guaranty Trust Company under a document or trust to which Section 4 applies, for which the Supreme Court has jurisdiction under the Trustee Act to make an order for the appointment of a new trustee, TD Trust Company may, upon application to the Supreme Court, be appointed trustee in the place and stead of Central Guaranty Trust Company with respect to that property, and such appointment has for all purposes of the laws of the Province the same effect as if made under the Trustee Act,

and Sections 2, 6 and 7 of this Act apply to every document and trust in respect of which an appointment is made under subclause (i) or ii);

(c) trusts relating to moneys received for guaranteed investment and any real or personal property held in trust with respect to any such guaranteed investment of which Central Guaranty Trust Company is trustee;

(d) any real or personal property granted to or held by or vested in Central Guaranty Trust Company pursuant to or in respect of

(i) any trust indenture or other indenture to which Section 4 would otherwise apply wherein Central Guaranty Trust Company is or may be a trustee and by virtue of which bonds, debentures or other evidences of indebtedness, warrants or rights have been or may be issued,

(ii) any document or trust to which Section 4 would otherwise apply pursuant to which Central Guaranty Trust Company acts as trustee for unitholders in respect of any oil or gas royalty trust fund, and

(iii) any document or trust to which Section 4 would otherwise apply pursuant to which Central Guaranty Trust Company acts as trustee, manager, advisor, registrar or transfer agent with respect to the Central Guaranty Trustfunds - Canadian Money Market Fund, Central Guaranty Trust Investors Fund (Income and Equity Sections), Central Guaranty Property Fund and Central Guaranty Trust Real Estate Fund; or

(e) any agreement or other document of any kind whereby Central Guaranty Trust Company is named or may be named as registrar or transfer agent, except for any appointment of Central Guaranty Trust Company as registrar or transfer agent of a mutual fund other than the mutual funds described in subclause (iii) of clause (d).

Exception

(2) Notwithstanding clause (c) of subsection (1), this Act applies to trusts relating to moneys received by Central Guaranty Trust Company for guaranteed investment and any real or personal property held in trust by Central Guaranty Trust Company with respect to any registered home ownership savings plan, registered retirement savings plan, retirement income fund, deferred profit sharing plan or income averaging annuity contract, as those terms are defined in the Income Tax Act (Canada), or other registered or unregistered deferred income or employee benefit plan. 1993, c. 13, s. 3.

Substituted reference in documents

4 (1) Notwithstanding clause (b) of subsection (1) of Section 3, but subject to clauses (a), (c), (d) and (e) of subsection (1) of Section 3, TD Trust Company is substituted in the place and stead of Central Guaranty Trust Company in or in respect of every trust, trust deed, trust agreement, instrument of creation, deed of appointment, settlement, assignment, will, codicil or other testamentary document, and every letters testamentary, letters probate, letters of administration, judgment, decree, order, direction, pension plan or benefit plan trust, investment management and investment administration accounts, agreements or contract, or appointment of any court, judge or other constituted authority, and every other document or trust howsoever created, including every incomplete, inchoate or bare trust, and in every conveyance, mortgage, assignment, appointment or other writing, wherein or whereby, or of which Central Guaranty Trust Company is named as executor, administrator, trustee, personal representative, bailee, committee, tutor, assignee, liquidator, receiver, custodian, guardian, curator or agent, or is named to any other office or position whatsoever wherein any property, interest, possibility or right is vested in, administered or managed by, or put in charge of Central Guaranty Trust Company in trust, or in the custody, care or control of Central Guaranty Trust Company, for or for the benefit of any person or purpose, and every such document and trust shall be construed and given effect as if TD Trust Company had been named therein in the place and stead of Central Guaranty Trust Company with effect as of the first day of January, 1993.

Deemed naming of TD Trust Company

(2) Where an instrument specified or described in subsection (1) names Central Guaranty Trust Company to any office or position described in that subsection and the instrument takes effect after the substitution of TD Trust Company for Central Guaranty Trust Company, TD Trust Company shall be deemed to be named therein in the place of Central Guaranty Trust Company. 1993, c. 13, s. 4.

Vesting of property

5 (1) Subject to Section 3, effective the first day of January, 1993, all real and personal property and every interest therein that is granted to, held by or vested in Central Guaranty Trust Company, whether by way of security or otherwise, in trust, or in the custody, care or control of Central Guaranty Trust Company, for or for the benefit of any other person or purpose, pursuant to or in respect of every document and trust to which Section 4 applies, and whether in the form in which it was originally acquired by Central Guaranty Trust Company or otherwise, is vested as of the first day of January, 1993, in TD Trust Company, according to the tenor of and at the time indicated or intended by the document or trust, upon the same trusts, and with the same powers, rights, immunities and privileges, and subject to the same obligations and duties as are thereby provided, granted or imposed.

Registration not required

(2) Subject to Section 8, for the purposes of every Act affecting the title to property, both real and personal, the vesting of title in TD Trust Company of every property affected by subsection (1) is effective without the registration or filing of this Act, or any further or other instrument, document or certificate showing the change of title in any public office whatsoever within the jurisdiction of the Province. 1993, c. 13, s. 5.

Preservation of existing proceedings

6 (1) No suit, action, appeal, application or other proceeding being carried on and no power or remedy being exercised by Central Guaranty Trust Company in any court of the Province, or before any tribunal or agency of the Province pursuant to or in respect of a document or trust to which Section 4 applies, is discontinued or abated on account of this Act but, notwithstanding the Civil Procedure Rules, may be continued in the name of TD Trust Company, which has the same rights and shall receive the same costs and awards as if the suit, action, appeal, application or other proceeding had been commenced in the name of TD Trust Company.

Existing rights of action

(2) A suit, action, appeal, application or other proceeding, or a power, right, remedy or right of distress that might have been brought or exercised by Central Guaranty Trust Company pursuant to or in respect of a document or trust to which Section 4 applies, may be brought or exercised by TD Trust Company, which has the same rights in respect thereof, as those which Central Guaranty Trust Company would have had if this Act had not been enacted. 1993, c. 13, s. 6.

Preservation of claims

7 (1) Nothing in this Act affects the rights of any person having a claim against Central Guaranty Trust Company in respect of a document or trust to which Section 4 applies, or impairs, modifies or affects the liability of Central Guaranty Trust Company to any such person.

Limitation of liability

(2) TD Trust Company is not liable for any debts, liabilities or obligations arising out of any act or omission on the part of Central Guaranty Trust Company in respect of a document or trust to which Section 4 applies that occurred prior to the first day of January, 1993, and no suit, action, application or other proceeding, or power, right, remedy or right of distress that arose in respect of any such act or omission may be brought or exercised against TD Trust Company. 1993, c. 13, s. 7.

Method of making payments

8 (1) Where a person is under an obligation to make payments in relation to property that is vested in TD Trust Company by subsection (1) of Section 5, the person may make the payments to Central Guaranty Trust Company until TD Trust Company gives or causes to be given notice in writing to the person that payment shall be made to TD Trust Company, and thereupon the persons obligation is owed to TD Trust Company.

Method of execution

(2) Any instrument dealing with property that is vested in TD Trust Company by subsection (1) of Section 5, but that remains registered in the name of Central Guaranty Trust Company or any predecessor trust or loan company of Central Guaranty Trust Company in any public office of the Province or in respect of which Central Guaranty Trust Company is shown by a document of title as having legal ownership thereof, may be executed by TD Trust Company and may contain a recital referring to the vesting by this Act.

Effect of recital

(3) An instrument executed by TD Trust Company containing the recital permitted by subsection (2) may be accepted for registration by any public office within the jurisdiction of the Province without further proof of the accuracy of the recital, and every such instrument shall be deemed to be effective in passing title to the property described in the instrument notwithstanding any inaccuracy contained in the recital. 1993, c. 13, s. 8.