http://decision.tcc-cci.gc.ca/tcc-cci/decisions/en/item/98187/index.do 
McDonald v. The Queen (October 20, 2014 – 2014 TCC 308) was a decision in which the appellant had been a small time, largely passive, investor in a corporation operating a pub in Moncton, New Brunswick:
[3] The GCPI operated a bar in Moncton, New Brunswick, from October 2007 to December 2009. Prior to opening, a presentation was given by Timothy Marney (“Marney”), the GCPI’s incorporator, during the summer of 2007 to a group of potential investors, which included the Appellant, at a meeting in Moncton, New Brunswick. On November 7, 2007, the Appellant became a shareholder of the GCPI having purchased one hundred (100) Class “B” Common shares of the company for a sum of $10,000. This share purchase was completed by the GCPI’s legal counsel. At the time, the Appellant did not know Marney or any other member of the GCPI’s management personnel.
[4] Marney and his common-law wife, Geneviève Richard (“Richard”), managed the GCPI from the outset. Richard was the GCPI’s bookkeeper and looked after the staffing of the business. Holding other full-time employment at the time, the Appellant was not involved with the business operations, nor was he employed by the GCPI at any point. In fact, initially there was nothing required in terms of business involvement other than his $10,000 investment.
[5] Shortly after the business opened, the Appellant became an authorized signatory at the company’s bank, which gave him the authority to sign cheques. In his mind, he was only given such authority because at the time two persons were needed to sign cheques. He did not have any involvement in the day-to-day operations of the business, nor did he regularly conduct administrative functions. His only interaction with the corporate accountants came when he signed documents for the filing of income tax returns in the spring of 2008.
[6] Shortly after the business opened, the Appellant, along with Marney and Richard, was also asked by some of the GCPI shareholders to guarantee a business loan to help keep the company afloat. He was told that if he did not assist in guaranteeing the loan, all ten shareholders would lose their investment, including him. Faced with this alarming scenario, he agreed to comply with their request.
[7] In December 2007, the Appellant applied for a small business loan from the Bank of Nova Scotia, whose personnel he had gotten to know through his employment. A loan in the amount of approximately $225,000 was subsequently approved and co-signed by the Appellant and Richard. According to bank documents, Richard was listed as President of the GCPI, Marney, and the Appellant as a director of the corporation. At the time of the signing of the loan, the Appellant had no knowledge that the names of the two initial directors of the GCPI, Marney and John Bastarache, were struck from the Directors’ Registry and that Richard’s name was added in their place. Up to and including the date of the loan, the Appellant was not asked to sign any other organizational or business documents on behalf of the GCPI.
[8] The Appellant never attended any directors’ meetings. Nor were there any shareholders’ meetings held for the appointment of directors or for any other purpose.
The business closed and CRA went after the appellant for unremitted payroll deductions under the Income Tax Act and unremitted GST/HST on the theory that he was either a de jure or a de facto director of the corporation.
The court accepted the appellant’s evidence and rejected both of the Crown’s lines of argument:
[36] The evidence in this appeal discloses that there was no director’s meeting, of any nature or kind whatsoever, by which directors were appointed. There were no dossiers signed by the Appellant consenting to do any business as a director. In fact, the Appellant did not even know he was a director even though he signed some documents to that effect. According to his own evidence, he was just signing documents, some of which required two signatures, when asked. The Appellant specifically acknowledged he was one of two persons with signing authority for cheques for the GCPI but stated firmly and repeatedly that he did not consent to be a director nor did he intend to be a director at any time for the corporation. The evidence presented showed that the directorship appointment of the Appellant was not carried out in accordance with the applicable statute. Also, there was nothing in the corporate minute book that showed that his appointment as a director was proper and carried out in accordance with subsection 63(3) of the Business Corporations Act of New Brunswick. In April 2012, the shareholders of the GCPI passed a resolution confirming the Appellant was never a director of the corporation at any time.
[37] Based on the evidence it is clear that the Appellant had not consented to be a director. The Appellant did not know he was a director until 2010, he did not execute the appropriate documentation to be a director, and proper steps were not taken by the corporation to appoint the Appellant as a director. Under the Business Corporations Act of New Brunswick, the Appellant therefore could not have been and was not a de jure director.
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[49] Notwithstanding all of the above documentation, the Appellant was strong in his evidence to the effect that he was not a director of the company, that he did not know he was director of the company at any time, and that he did not consent to be a director at any time. Certain corporate documents publicly identify the Appellant as a director of the corporation, but he did not provide his consent thereto at any time. He appeared to be an individual who was somewhat naïve. His conduct demonstrates that he was simply trying to protect his investment and those of the other shareholders. With respect to banking and other documents listing him as a director, he relied entirely upon the preparers of such documents, who were largely company solicitors who provided little or no explanation as to the nature of the documents or the financial situation the company.
[50] I found the Appellant to be a forthright and frank individual, who was clear and concise in his evidence and was unwavering when cross‑examined. He made the appropriate admissions when they were called for, as regards the signatures provided and his knowledge of the documents in question. In all of his evidence, he was clear, consistent and explicit in that he never had any intent to act as a director, was never asked to be a director, had no knowledge of being a director and only took steps to protect his investment at all times.
[51] On the whole of the evidence, I conclude that the Appellant was not a de facto director. Having found the Appellant was neither a de jure nor a de facto director, his liability is not engaged and it is not necessary to address the other issues raised in this appeal. The appeal is allowed and the matter is referred back to the Minister for reconsideration in accordance with the above reasons.
Comment: This appears to have been one of those somewhat uncommon cases where an appellant prevails over documentary evidence by sheer force of character and a candid demeanour with the court.