Audited 67-Page Legal Review Workbench

Counsel Passage

TCJ: The price set for fractional ownership has no direct impact on whether it qualifies as an investment contract. Rather, the determining factor is the buyer's intent: the interest must not be acquired with an investment purpose in mind, and the seller must refrain from marketing it as a profitable investment opportunity. Price fluctuations may occur for various reasons, but they are generally driven by the basic principles of supply and demand.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusion of the opinion letter, provided the underlying rationale remains consistent: the transaction is not driven by an investment purpose, but rather by the acquisition of a right to occupy a leisure property for a fixed number of days per year.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: It is not the manner in which the price is set, but rather the intention behind the project, that is determinative. Selling at FMV does not preclude the buyer from realizing a gain upon resale of their interest. An issue arises where the project is marketed as an investment opportunity or where a financial return is held out as expected.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: we refer to the recommendations set out in the opinion letter..

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This does not affect the conclusions set out in the opinion letter.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: To be completed. The question is not fully understood. We suggest addressing this matter during the drafting of the Indivision Agreement.

Review Note

Owner decision required: authorize or decline the follow-up and specify the exact deliverable, scope, assumptions, and due date.

Counsel Passage

TCJ: As the position taken is that the arrangement does not constitute an investment contract, there should be no requirement to follow the steps prescribed to obtain an exemption under the Règlement sur les dispenses de prospectus et d'inscription dans le secteur immobilier (chapter V-1.1, r. 45.1).

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: to be completed. question is not fully understood, as it appears to reference certain concepts that are not relevant in the present context — notably with respect to the Trust.

Review Note

Owner decision required: authorize or decline the follow-up and specify the exact deliverable, scope, assumptions, and due date.

Counsel Passage

TCJ: the opinion letter will contain the following: “no copy of the opinion to be released without the prior written consent from Therrien Couture Joli- Cœur LLP, acting reasonably”.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: not necessary at this point considering the above-mentioned comment.

Review Note

Counsel considers additional work unnecessary at this stage, subject to the preceding assumptions and comment.

Counsel Passage

TCJ: The two legs should be addressed as distinct items.

Review Note

Maintain separate treatment of the two legs in documents, analysis, and follow-up questions.

Counsel Passage

TCJ: As previously stated, the manner in which the price is set is not determinative in characterizing the contract as an investment contract. A sale below FMV may simply reflect that the property is not valued at FMV, rather than signalling an incentive geared toward generating profits. While the price setting formula may be raised as an argument, it is not, in itself, decisive.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ : see answer at (B) Pre-renovation property leg / post-renovation Co-Owner close — at- cost = FMV-at-delivery (plus the appraisal-direction caveat).

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: No — a person may wish to acquire through a legal entity for a variety of reasons. This factor is not, in itself, determinative of whether the arrangement constitutes an investment contract, although it may certainly be raised as a supporting argument.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: we do not see how this changes the fact explained in the opinion letter. This does not affect the conclusions set out in the opinion letter

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: information not available beside what was provided for in the opinion letter. We could ask directly the AMF, should it be requested.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: we confirm that the Opinion addresses and covers the model whereby CoChalet retains approximately 70% and three co-owners each hold 10% (including the analysis regarding the conversion set out in §7.1.7), and any future, distinct structure would not automatically benefit from the conclusions reached in this Opinion.

Review Note

Counsel provides a scoped confirmation. Record the exact proposition and context; do not generalize beyond the highlighted language.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: It is not possible to conclude whether such a structure would be "sufficient," as the final determination does not rest with us but with the relevant authorities. It should nonetheless be ensured that the matters over which the co-owners exercise decision-making power are kept separate from CoChalet's business operations and revenue distribution, and confined solely to the ownership of the immovable.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: Whether to include such a clause is entirely at your discretion. The opinion letter merely set out a recommendation that would allow CoChalet to retain greater control in the event a co-owner wishes to sell their share. Alternatively, no restrictions of this nature need be imposed.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We suggest addressing this matter during the drafting of the Indivision Agreement.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: to be completed if needed. Is the scenario in which fiducie buys the share realistic?

Review Note

Owner decision required: authorize or decline the follow-up and specify the exact deliverable, scope, assumptions, and due date.

Counsel Passage

TJC: Indivision by agreement with respect to an immovable shall be published if it is to be set up against third persons.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: Under the default rule, indivisaires contribute to administration expenses and common charges in proportion to their shares. However, doctrine confirms that co-owners may agree otherwise and may create specific categories of charges;

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: as this is a new structure, it is not possible to confirm whether it could be conceived as a benefice, but it seems unlikely.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We do not think that we can assert co-owners face only a "genuine property-level risk," given that they hold an undivided interest in an immovable that is used by CoChalet for its operations and that will serve as security for the loan contracted by CoChalet. Should CoChalet become insolvent as a result of its activities, the immovable would inevitably be affected.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: To be completed upon request. The scope of civil law risk is extremely broad.

Review Note

Narrow the fact pattern and identify the specific civil-law risks to be researched before authorizing follow-up.

Counsel Passage

TCJ: As this is a novel model, it is not possible to reach a conclusion with such a degree of precision.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: The applicable principles are set out in the Opinion letter. Pacific Coast Coin, although cited in recent case law, is grounded in the interpretation of the Ontario securities regime. The Desmarais decision does not appear to add anything beyond the case law already referenced in the Opinion letter. Howey is a decision from the United States.

Review Note

Decide whether deeper jurisprudential research is required. State the exact legal test, jurisdiction, authorities, and requested written conclusion.

Counsel Passage

TCJ: As this is a novel model, it is not possible to reach a conclusion on this point. It is nevertheless likely that the use-allocation correspond to a limit on use, as it limits the co-owner to a use of 37 nights a year.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: As this is a novel model, it is not possible to reach a conclusion with such a degree of precision.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: Our position is that it does not apply to CoChalet's project, as the latter does not involve an investment contract. Were that the case, the Real Estate Exemption Regulation could potentially apply.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: since section 1015 and 1022 of CCQ are not mandatory, CoChalet may contract differently should it want to.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: They are cumulative.

Review Note

Counsel provides a scoped confirmation. Record the exact proposition and context; do not generalize beyond the highlighted language.

Counsel Passage

TJC: We confirm.

Review Note

Counsel provides a scoped confirmation. Record the exact proposition and context; do not generalize beyond the highlighted language.

Counsel Passage

TCJ: the link between those concepts should be explained.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: It cannot be confirmed whether it defeats the criterion “expectation of a benefit” as it is not determinative. Selling at a FMV can still be marketed as a potential profit.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: to be completed if you want us to pursue the question of the Fiducie.

Review Note

Owner decision required: authorize or decline the follow-up and specify the exact deliverable, scope, assumptions, and due date.

Counsel Passage

TCJ: We refer you to the opinion letter that aims at answering this question.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

Already answered.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: what is the question exactly, is it to confirm whether or not CoChalet should require an exemption from the Règlement sur les dispenses de prospectus et d’inscription dans le secteur immobilier (chapter V-1.1, r. 45.1) ?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: Those are assumptions and unresolved factual points, if you have information / confirmation regarding does, we can move them up in the section Factual background.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: what do you mean by “documented marketing-compliance attestation” ?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: We confirm. It is specifically stated in the factual background.

Review Note

Counsel provides a scoped confirmation. Record the exact proposition and context; do not generalize beyond the highlighted language.

Counsel Passage

TCJ: We cannot confirm that it cannot be interpreted as such by relevant authority.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: As previously noted, we do not consider this to be determinative, since the expectation of profit may still be met through a sale at fair market value (FMV). It could nonetheless be raised as an argument should the authorities ever challenge the position.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We understand the argument here to be that, because the co-owners did not fund those renovations, they were not part of a common venture with CoChalet. We do not consider this to be determinative, as the co-owners will ultimately bear the cost — whether after the fact or during the construction phase — through the payments made for the property. While not decisive, this argument may nonetheless support the position that they did not acquire an interest in a venture with a view to its appreciation and subsequent resale. A buyer could equally wish to come in at an earlier stage, assuming greater risk in exchange for a lower price, simply to reduce their overall cost rather than out of any expectation of profitability.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TJC: As previously stated, this is not determinative of the buyer's intention. A person may, for tax-related reasons, prefer to acquire their share through a legal entity, without any underlying expectation of profitability. That said, this factor may be raised as an argument to persuade an authority that there was never an intention to market the shares to buyers with an investment purpose in mind.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: The opinion letter may be amended to remove the following passage — "The agreement should therefore include a carefully drafted pre-emption regime in favour of CoChalet, and possibly in favour of other indivisaires in a specified order." — as it is not determinative in assessing whether the arrangement constitutes an investment contract.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ:

Review Note

Formatting-only response label. Read it with the yellow clarification passage that immediately follows; it carries no independent legal conclusion.

Counsel Passage

What is meant by "test that"?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

The Policy Statement to the Regulation respecting Real Estate Prospectus and Registration Exemptions specifically provides that "restrictions on the periods during which the purchaser or purchasers of a real estate unit can occupy the unit" constitute one of the factors that may indicate that the offer or sale of real estate units amounts to an investment contract. Whether the 37 nights permitted qualify as a "restriction" is a matter open to interpretation. It can indeed be argued that this does not constitute a limitation, as it represents 10% of the year for a 10% interest in

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

the property.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ:

Review Note

Formatting-only response label. Read it with the yellow clarification passage that immediately follows; it carries no independent legal conclusion.

Counsel Passage

We do not understand what is meant by the "platform-equity raise."

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

That said, the fact that the co-owners have no interest in CoChalet's operational side — whether in terms of decision-making power or financing — is an argument supporting the position that they do not participate in an organized venture with CoChalet.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

•

Review Note

Formatting-only bullet marker. It carries no independent legal conclusion.

Counsel Passage

TCJ: As none of these factors is individually determinative, it is not possible to assert how, even taken collectively, they might affect the outcome. As noted in respect of each, they may nonetheless be relied upon as arguments to support the position that the arrangement does not constitute an investment contract.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This has already been addressed above. •

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This appears preferable. It can therefore be argued that the focus lies on the property owned by the co- owners, distinct from the venture itself. The fact that the co-owners hold decision-making power to protect their share — power that could potentially conflict with CoChalet's interests in the venture — supports the argument that the co-owners' interest truly lies in owning a share of the property for their own benefit an enjoyment, and not as an investment forming

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

part of CoChalet's venture.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: Are we correct to understand that you wish for a more exhaustive jurisprudential review?

Review Note

Decide whether deeper jurisprudential research is required. State the exact legal test, jurisdiction, authorities, and requested written conclusion.

Counsel Passage

We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: Already answered.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: Already answered.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: the test is cumulative.

Review Note

Counsel provides a scoped confirmation. Record the exact proposition and context; do not generalize beyond the highlighted language.

Counsel Passage

TCJ: This is already addressed in the opinion letter. We will, however, add wording to the Opinion letter to provide further detail regarding the co-owners' non-participation in the financing of the operating- platform leg.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: Yes.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: As previously stated, we cannot confirm whether this guarantees the absence of any expectation of profit. TCJ: If it is done through a security offering, yes.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: see the Opinion letter for the applicable principles.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This should be discussed upon a Indivision agreement draft and not as a piece-by-piece comments.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This has already been addressed above. TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: what is meant by “de facto operating control”?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: As this is a novel structure, it is not possible to confirm whether or not it can be considered as such.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This has already been addressed above. The use of having a “natural- persons-only rule” is not clearly established.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement. TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: The question must be framed with greater precision.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

(iii)

Review Note

Formatting-only section marker. It carries no independent legal conclusion.

Counsel Passage

TCJ: we cannot confirm that for reasons already explained. The principles were provided.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: While we understand the need for certainty, this is not the type of detailed prediction we are able to provide in light of the applicable principles.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We are unable to confirm this.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: When the co-owners sells it share, the new co-owner must accept the indivision agreement, it does not postpone the rules established within the indivision agreement.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: please see the principles in the opinion letter.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: the applicable test was stated in the Opinion letter. Are you suggesting that another test is required, or requesting a further jurisprudential analysis?

Review Note

Decide whether deeper jurisprudential research is required. State the exact legal test, jurisdiction, authorities, and requested written conclusion.

Counsel Passage

TCJ: This decision is not referenced in the opinion letter. Which specific "substance-over-form" test from Desmarais are you referring to?

Review Note

Decide whether deeper jurisprudential research is required. State the exact legal test, jurisdiction, authorities, and requested written conclusion.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: We do not believe this materially affects the conclusions of the Opinion letter. It could be argued that this limits the co-owners in their use of the property, thereby weighing in favour of the criterion recognized under the Real Estate Exemption Regulation and already mentioned previously.

Review Note

Counsel indicates no change to the opinion conclusion. Preserve the underlying assumptions and do not treat this as broader affirmative clearance.

Counsel Passage

TCJ: what is meant by “fixing the allocation by civil-law rule”?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: This has already been addressed above. It is not possible to conclude categorically.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: what do you mean by “any disclosure consideration where these figures appear in accredited-LP or lender materials”? In legal terms? You want to know how to present this information to your investor (limited partners) or to you’re Lenders (Desjardins)?

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: If this is no different from the other service fees and extras that the co-owners must pay in connection with their use of the property and its amenities, we see no reason why paying an additional amount for certain days of the year should be treated differently. It is an agreement between the co-owners regarding the indemnity payable for use of the property, and it is permitted by law, as already explained in the Opinion letter.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: we do not understand the request here. We think those will have to be discussed while drafting the Indivision agreement.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: What matters is that the co- owners agree in advance to a set of rules that will govern their relationship, which will be formalized through a service agreement.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: to be completed if requested. This area is specifically excluded from the Opinion letter, which focuses on the indivision and securities matters.

Review Note

Owner decision required: authorize or decline the follow-up and specify the exact deliverable, scope, assumptions, and due date.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: We doubt that such an acknowledgement can neutralize or satisfy the criterion of having no expectation of profit.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: We are unable to take a position on this matter.

Review Note

Counsel declines categorical certainty. Treat the issue as unresolved or qualified and do not convert it into a definitive legal or operating claim.

Counsel Passage

TCJ: An assessment should be carried out as the various

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

documents are drafted.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This question falls within the scope of tax expertise and should be addressed in a separate, dedicated opinion letter. Would you like us to mandate our tax specialists to provide such an opinion?

Review Note

Outside the present opinion scope. Decide whether to mandate tax specialists, then define the questions, facts, deliverable, and deadline separately.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: Article 1018 C.C.Q. provides the default rule that fruits and revenues of the undivided property accrue to the indivision unless provisionally partitioned or otherwise agreed. However, the parties may contractually provide otherwise. The indivision agreement will therefore have to reflect the above mentioned specifications.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ: This shall be discussed while drafting the indivision agreement.

Review Note

Open drafting item. Carry it into the indivision-agreement or document-drafting workstream with an assigned owner and written disposition.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

3.

Review Note

Formatting-only highlighted fragment. Read it with the next yellow passage on the same page.

Counsel Passage

TCJ: We do not fully understand the question as presently framed. We remain available to discuss it should you wish to have it addressed.

Review Note

Restate the question using defined terms and a concrete fact pattern, then request a written yes/no/qualified answer and any drafting consequence.

Counsel Passage

TCJ: This has already been addressed above.

Review Note

This passage does not restate the controlling analysis. Link it to the specific earlier answer or opinion section before relying on it.

Counsel Passage

TCJ will prepare a draft indivision agreement for your review. That document will serve as the baseline for further discussion and for tailoring the arrangement to your specific needs.

Review Note

Substantive counsel response. Reconcile it with the underlying question and any cited opinion section before using it operationally.