Competition Act

This Act may be cited as the Competition Act.

The purpose of this Act is to maintain and encourage competition in Canada in order to promote the efficiency and adaptability of the Canadian economy, in order to expand opportunities for Canadian participation in world markets while at the same time recognizing the role of foreign competition in Canada, in order to ensure that small and medium-sized enterprises have an equitable opportunity to participate in the Canadian economy and in order to provide consumers with competitive prices and product choices.

In this Act,

article means real and personal property of every description including

money,

deeds and instruments relating to or evidencing the title or right to property or an interest, immediate, contingent or otherwise, in a corporation or in any assets of a corporation,

deeds and instruments giving a right to recover or receive property,

tickets or like evidence of right to be in attendance at a particular place at a particular time or times or of a right to transportation, and

energy, however generated; (article)

business includes the business of It also includes the raising of funds for charitable or other non-profit purposes. (entreprise)

manufacturing, producing, transporting, acquiring, supplying, storing and otherwise dealing in articles, and

acquiring, supplying and otherwise dealing in services.

Commission[Repealed, R.S., 1985, c. 19 (2nd Supp.), s. 20]

Commissioner means the Commissioner of Competition appointed under subsection 7(1); (commissaire)

computer system has the same meaning as in subsection 342.1(2) of the Criminal Code; (ordinateur)

data means representations, including signs, signals or symbols, that are capable of being understood by an individual or processed by a computer system or other device; (données)

Director[Repealed, 1999, c. 2, s. 1]

electronic message means a message sent by any means of telecommunication, including a text, sound, voice or image message; (message électronique)

entity means a corporation or a partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business; (entité)

information includes data; (renseignement)

locator means a name or information used to identify a source of data on a computer system, and includes a URL; (localisateur)

merger[Repealed, R.S., 1985, c. 19 (2nd Supp.), s. 20]

Minister means the Minister of Industry; (ministre)

monopoly[Repealed, R.S., 1985, c. 19 (2nd Supp.), s. 20]

product includes an article and a service; (produit)

record means a medium on which information is registered or marked; (document)

sender information means the part of an electronic message — including the data relating to source, routing, addressing or signalling — that identifies or purports to identify the sender or the origin of the message; (renseignements sur l’expéditeur)

service means a service of any description whether industrial, trade, professional or otherwise; (service)

subject matter information means the part of an electronic message that purports to summarize the contents of the message or to give an indication of them; (objet)

supply means,

in relation to an article, sell, rent, lease or otherwise dispose of an article or an interest therein or a right thereto, or offer so to dispose of an article or interest therein or a right thereto, and

in relation to a service, sell, rent or otherwise provide a service or offer so to provide a service; (fournir ou approvisionner)

trade, industry or profession includes any class, division or branch of a trade, industry or profession; (commerce, industrie ou profession)

Tribunal means the Competition Tribunal established by subsection 3(1) of the Competition Tribunal Act. (Tribunal)

For the purposes of this Act,

one entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity or each of them is controlled by the same entity or individual;

if two entities are affiliated with the same entity at the same time, they are deemed to be affiliated with each other; and

an individual is affiliated with an entity if the individual controls the entity.

For the purposes of this Act, an entity is a subsidiary of another entity if it is controlled by that other entity.

For the purposes of this Act,

a corporation is controlled by an entity or an individual other than Her Majesty if

securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that entity or individual, and

the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;

a corporation is controlled by Her Majesty in right of Canada or a province if

the corporation is controlled by Her Majesty in the manner described in paragraph (a), or

in the case of a corporation without share capital, a majority of the directors of the corporation, other than ex officio directors, are appointed by

the Governor in Council or the Lieutenant Governor in Council of the province, as the case may be, or

a Minister of the government of Canada or the province, as the case may be; and

an entity other than a corporation is controlled by an entity or individual if the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise, holds an interest in the entity that is not a corporation that entitles them to receive more than 50% of the profits of that entity or more than 50% of its assets on dissolution.

This Act is binding on and applies to an agent of Her Majesty in right of Canada or a province that is a corporation, in respect of commercial activities engaged in by the corporation in competition, whether actual or potential, with other persons to the extent that it would apply if the agent were not an agent of Her Majesty.

No proceedings under this Act shall be deemed invalid by reason of any defect of form or any technical irregularity.

Nothing in this Act applies in respect of

combinations or activities of workmen or employees for their own reasonable protection as such workmen or employees;

contracts, agreements or arrangements between or among fishermen or associations of fishermen and persons or associations of persons engaged in the buying or processing of fish relating to the prices, remuneration or other like conditions under which fish will be caught and supplied to those persons by fishermen; or

contracts, agreements or arrangements between or among two or more employers in a trade, industry or profession, whether effected directly between or among the employers or through the instrumentality of a corporation or association of which the employers are members, pertaining to collective bargaining with their employees in respect of salary or wages and terms or conditions of employment.

Nothing in this section exempts from the application of any provision of this Act a contract, agreement or arrangement entered into by an employer to withhold any product from any person, or to refrain from acquiring from any person any product other than the services of workmen or employees.

[Repealed, 2009, c. 2, s. 407]

Section 45 does not apply in respect of an agreement or arrangement between persons who are members of a class of persons who ordinarily engage in the business of dealing in securities or between such persons and the issuer of a specific security, in the case of a primary distribution, or the vendor of a specific security, in the case of a secondary distribution, if the agreement or arrangement has a reasonable relationship to the underwriting of a specific security.

For the purposes of this section, underwriting of a security means the primary or secondary distribution of the security, in respect of which distribution

a prospectus is required to be filed, accepted or otherwise approved pursuant to a law enacted in Canada or in a jurisdiction outside Canada for the supervision or regulation of trade in securities; or

a prospectus would be required to be filed, accepted or otherwise approved but for an express exemption contained in or given pursuant to a law mentioned in paragraph (a).

This Act does not apply in respect of agreements or arrangements between or among teams, clubs and leagues pertaining to participation in amateur sport.

For the purposes of this section, amateur sport means sport in which the participants receive no remuneration for their services as participants.

The Governor in Council may appoint an officer to be known as the Commissioner of Competition, who shall be responsible for

the administration and enforcement of this Act; and

the administration and enforcement of the Consumer Packaging and Labelling Act, the Precious Metals Marking Act and the Textile Labelling Act.

[Repealed, 2012, c. 24, s. 79]

[Repealed, 2012, c. 24, s. 79]

The Commissioner shall, before taking up the duties of the Commissioner, take and subscribe, before the Clerk of the Privy Council, an oath or solemn affirmation, which shall be filed in the office of the Clerk, in the following form:

The Commissioner shall be paid such salary as may be from time to time fixed and allowed by the Governor in Council.

One or more persons may be appointed Deputy Commissioners of Competition in the manner authorized by law.

The Governor in Council may authorize a Deputy Commissioner to exercise the powers and perform the duties of the Commissioner whenever the Commissioner is absent or unable to act or whenever there is a vacancy in the office of Commissioner.

The Governor in Council may authorize any person to exercise the powers and perform the duties of the Commissioner whenever the Commissioner and the Deputy Commissioners are absent or unable to act or, if one or more of those offices are vacant, whenever the holders of the other of those offices are absent or unable to act.

The Commissioner may authorize a Deputy Commissioner to make inquiry regarding any matter into which the Commissioner has power to inquire, and when so authorized a Deputy Commissioner shall perform the duties and may exercise the powers of the Commissioner in respect of that matter.

The exercise, pursuant to this Act, of any of the powers or the performance of any of the duties of the Commissioner by a Deputy Commissioner or other person does not in any way limit, restrict or qualify the powers or duties of the Commissioner, either generally or with respect to any particular matter.

Any six persons resident in Canada who are not less than eighteen years of age and who are of the opinion that may apply to the Commissioner for an inquiry into the matter.

a person has contravened an order made pursuant to section 32, 33 or 34, or Part VII.1 or VIII,

grounds exist for the making of an order under Part VII.1 or VIII, or

an offence under Part VI or VII has been or is about to be committed,

An application made under subsection (1) shall be accompanied by a statement in the form of a solemn or statutory declaration showing

the names and addresses of the applicants, and at their election the name and address of any one of their number, or of any attorney, solicitor or counsel, whom they may, for the purpose of receiving any communication to be made pursuant to this Act, have authorized to represent them;

the nature of and the names of the persons believed to be concerned therein and privy thereto; and

the alleged contravention,

the grounds alleged to exist for the making of an order, or

the alleged offence

a concise statement of the evidence supporting their opinion.

The Commissioner shall cause an inquiry to be made into all such matters as the Commissioner considers necessary to inquire into with the view of determining the facts.

on application made under section 9,

whenever the Commissioner has reason to believe that

a person has contravened an order made pursuant to section 32, 33 or 34, or Part VII.1 or Part VIII,

grounds exist for the making of an order under Part VII.1 or Part VIII, or

an offence under Part VI or VII has been or is about to be committed, or

whenever directed by the Minister to inquire whether any of the circumstances described in subparagraphs (b)(i) to (iii) exists,

The Commissioner shall, on the written request of any person whose conduct is being inquired into under this Act or any person who applies for an inquiry under section 9, inform that person or cause that person to be informed as to the progress of the inquiry.

All inquiries under this section shall be conducted in private.

The Commissioner may, after consulting the Minister, conduct an inquiry into the state of competition in a market or industry if the Commissioner is of the opinion that it is in the public interest to do so.

The Minister may direct the Commissioner to conduct an inquiry into the state of competition in a market or industry if the Minister is of the opinion that it is in the public interest that such an inquiry be conducted. Before making the direction, the Minister must consult the Commissioner to determine whether the inquiry would be feasible, including with regard to its cost.

If, after the consultation referred to in subsection (1) or (2), it is decided to proceed with the inquiry, the Commissioner must prepare proposed terms of reference for the inquiry and publish them on a publicly available website and invite the public to provide comments during a period of not less than 15 days.

After having taken into account any comments received from the public, the Commissioner must submit to the Minister for approval the Commissioner’s final terms of reference and, if they are approved, the Commissioner must publish them on a publicly available website.

The inquiry commences on the day on which the final terms of reference are published and the Commissioner must complete the inquiry and publish a report of the Commissioner’s findings on a publicly available website before the expiry of the period specified by the Minister, which period, subject to subsection (6), is not to exceed 18 months.

The Minister may extend the specified period for periods of up to three months.

Before the report is published, the Commissioner must send to every person who was required to do anything under an order made under subsection 11(1) a complete or partial draft of the report and inform the person that they may, within three working days after the day on which it was sent, provide the Commissioner with the person’s concerns regarding factual inaccuracies or confidential information that should not be disclosed in the final report.

If, on the ex parte application of the Commissioner or his or her authorized representative, a judge of a superior or county court is satisfied by information on oath or solemn affirmation that an inquiry is being made under section 10 or 10.1 and that a person has or is likely to have information that is relevant to the inquiry, the judge may order the person to

attend as specified in the order and be examined on oath or solemn affirmation by the Commissioner or the authorized representative of the Commissioner on any matter that is relevant to the inquiry before a person, in this section and sections 12 to 14 referred to as a “presiding officer”, designated in the order;

produce to the Commissioner or the authorized representative of the Commissioner within a time and at a place specified in the order, a record, a copy of a record certified by affidavit to be a true copy, or any other thing, specified in the order; or

make and deliver to the Commissioner or the authorized representative of the Commissioner, within a time specified in the order, a written return under oath or solemn affirmation showing in detail such information as is by the order required.

If the person against whom an order is sought under paragraph (1)(b) or (c) in relation to an inquiry is a corporation and the judge to whom the application is made under subsection (1) is satisfied by information on oath or solemn affirmation that an affiliate of the corporation, whether the affiliate is located in Canada or outside Canada, has or is likely to have records or information relevant to the inquiry, the judge may order the corporation to

produce the records; or

make and deliver a written return of the information.

No person shall be excused from complying with an order under subsection (1) or (2) on the ground that the testimony, record or other thing or return required of the person may tend to criminate the person or subject him to any proceeding or penalty, but no testimony given by an individual pursuant to an order made under paragraph (1)(a), or return made by an individual pursuant to an order made under paragraph (1)(c), shall be used or received against that individual in any criminal proceedings thereafter instituted against him, other than a prosecution under section 132 or 136 of the Criminal Code.

An order made under this section has effect anywhere in Canada.

An order may be made under subsection (1) against a person outside Canada who carries on business in Canada or sells products into Canada.

Any person summoned to attend pursuant to paragraph 11(1)(a) is competent and may be compelled to give evidence.

Every person summoned to attend pursuant to paragraph 11(1)(a) is entitled to the like fees and allowances for so doing as if summoned to attend before a superior court of the province in which the person is summoned to attend.

A presiding officer shall permit a person who is being examined pursuant to an order under paragraph 11(1)(a) and any person whose conduct is being inquired into to be represented by counsel.

Any person whose conduct is being inquired into at an examination pursuant to an order under paragraph 11(1)(a) and that person’s counsel are entitled to attend the examination unless the Commissioner or the authorized representative of the Commissioner, or the person being examined or his employer, establishes to the satisfaction of the presiding officer that the presence of the person whose conduct is being inquired into would

be prejudicial to the effective conduct of the examination or the inquiry; or

result in the disclosure of confidential commercial information that relates to the business of the person being examined or his employer.

Any person may be designated as a presiding officer who is a barrister or advocate of at least ten years standing at the bar of a province or who has been a barrister or advocate at the bar of a province for at least ten years.

A presiding officer shall be paid such remuneration, and is entitled to be paid such travel and living expenses, and such other expenses, incurred in the performance of his duties under this Act, as may be fixed by the Governor in Council.

The presiding officer may administer oaths and take and receive solemn affirmations for the purposes of examinations pursuant to paragraph 11(1)(a).

A presiding officer may make such orders as he considers to be proper for the conduct of an examination pursuant to paragraph 11(1)(a).

A judge of a superior or county court may, on application by a presiding officer, order any person to comply with an order made by the presiding officer under subsection (2).

No order may be made under subsection (3) unless the presiding officer has given to the person in respect of whom the order is sought and the Commissioner twenty-four hours notice of the hearing of the application for the order or such shorter notice as the judge to whom the application is made considers reasonable.

Sections 487.012, 487.013, 487.015, 487.016 and 487.018 of the Criminal Code, which apply to the investigation of offences under any Act of Parliament, also apply, with any modifications that the circumstances require,

to an investigation in relation to a contravention of an order made under section 32, 33 or 34 or Part VII.1 or VIII; or

to an investigation in relation to whether grounds exist for the making of an order under Part VII.1 or VIII.

The provisions of the Criminal Code referred to in subsection (1) apply whether or not an inquiry has been commenced under section 10.

If, on the ex parte application of the Commissioner or his or her authorized representative, a judge of a superior or county court is satisfied by information on oath or solemn affirmation the judge may issue a warrant under his hand authorizing the Commissioner or any other person named in the warrant to

that there are reasonable grounds to believe that

a person has contravened an order made pursuant to section 32, 33 or 34, or Part VII.1 or VIII,

grounds exist for the making of an order under Part VII.1 or VIII, or

an offence under Part VI or VII has been or is about to be committed, and

that there are reasonable grounds to believe that there is, on any premises, any record or other thing that will afford evidence with respect to the circumstances referred to in subparagraph (a)(i), (ii) or (iii), as the case may be,

enter the premises, subject to such conditions as may be specified in the warrant, and

search the premises for any such record or other thing and copy it or seize it for examination or copying.

A warrant issued under this section shall identify the matter in respect of which it is issued, the premises to be searched and the record or other thing, or the class of records or other things, to be searched for.

A warrant issued under this section shall be executed between six o’clock in the forenoon and nine o’clock in the afternoon, unless the judge issuing it, by the warrant, authorizes execution of it at another time.

A warrant issued under this section may be executed anywhere in Canada.

Every person who is in possession or control of any premises or record or other thing in respect of which a warrant is issued under subsection (1) shall, on presentation of the warrant, permit the Commissioner or other person named in the warrant to enter the premises, search the premises and examine the record or other thing and to copy it or seize it.

Where the Commissioner or any other person, in executing a warrant issued under subsection (1), is refused access to any premises, record or other thing or where the Commissioner believes on reasonable grounds that access will be refused, the judge who issued the warrant or a judge of the same court, on the ex parte application of the Commissioner, may by order direct a peace officer to take such steps as the judge considers necessary to give the Commissioner or other person access.

The Commissioner or the authorized representative of the Commissioner may exercise any of the powers set out in paragraph (1)(c) or (d) without a warrant if the conditions set out in paragraphs (1)(a) and (b) exist but by reason of exigent circumstances it would not be practical to obtain the warrant.

For the purposes of subsection (7), exigent circumstances include circumstances in which the delay necessary to obtain a warrant under subsection (1) would result in the loss or destruction of evidence.

A person who is authorized pursuant to subsection 15(1) to search premises for a record may use or cause to be used any computer system on the premises to search any data contained in or available to the computer system, may reproduce the record or cause it to be reproduced from the data in the form of a printout or other intelligible output and may seize the printout or other output for examination or copying.

Every person who is in possession or control of any premises in respect of which a warrant is issued under subsection 15(1) shall, on presentation of the warrant, permit any person named in the warrant to use or cause to be used any computer system or part thereof on the premises to search any data contained in or available to the computer system for data from which a record that that person is authorized to search for may be produced, to obtain a physical copy thereof and to seize it.

A judge who issued a warrant under subsection 15(1) or a judge of the same court may, on application by the Commissioner or any person who is in possession or control of a computer system or a part thereof on any premises in respect of which the warrant was issued, make an order

specifying the individuals who may operate the computer system and fixing the times when they may do so; and

setting out any other terms and conditions on which the computer system may be operated.

No order may be made under subsection (3) on application by a person who is in possession or control of a computer system or part thereof unless that person has given the Commissioner twenty-four hours notice of the hearing of the application or such shorter notice as the judge considers reasonable.

No order may be made under subsection (3) on application by the Commissioner after a search has begun of the premises in respect of which the order is sought unless the Commissioner has given the person who is in possession or control of the premises twenty-four hours notice of the hearing of the application or such shorter notice as the judge considers reasonable.

[Repealed, 2010, c. 23, s. 71]

Where a record or other thing is seized pursuant to paragraph 15(1)(d), subsection 15(7) or section 16, the Commissioner or the authorized representative of the Commissioner shall, as soon as practicable,

take the record or other thing before the judge who issued the warrant or a judge of the same court or, if no warrant was issued, before a judge of a superior or county court; or

make a report in respect of the record or other thing to a judge determined in accordance with paragraph (a).

A report to a judge under paragraph (1)(b) in respect of a record or other thing shall include

a statement as to whether the record or other thing was seized pursuant to paragraph 15(1)(d), subsection 15(7) or section 16;

a description of the premises searched;

a description of the record or other thing seized; and

the location in which it is detained.

Where a record or other thing is seized pursuant to section 15 or 16, the judge before whom it is taken or to whom a report is made in respect of it pursuant to this section may, if he is satisfied that the record or other thing is required for an inquiry or any proceeding under this Act, authorize the Commissioner to retain it.

Where any record or other thing is produced pursuant to section 11 or seized pursuant to section 15 or 16, the Commissioner shall take reasonable care to ensure that it is preserved until it is returned to the person by whom it was produced or from whom it was seized or until it is required to be produced in any proceeding under this Act.

The Commissioner need not return any copy of a record produced under section 11 or obtained under section 15 or 16.

The person by whom a record or other thing is produced pursuant to section 11 or from whom a record or other thing is seized pursuant to section 15 or 16 is entitled, at any reasonable time and subject to such reasonable conditions as may be imposed by the Commissioner, to inspect the record or other thing.

The Commissioner may, before returning any record produced pursuant to section 11 or seized pursuant to section 15 or 16, make or cause to be made, and may retain, a copy thereof.

Any record or other thing that is produced pursuant to section 11, or the retention of which is authorized under subsection 17(3), shall be returned to the person by whom it was produced or the person from whom it was seized not later than sixty days after it was produced or its retention was authorized, unless, before the expiration of that period,

the person by whom it was produced or from whom it was seized agrees to its further detention for a specified period of time;

the judge who authorized its production or retention or a judge of the same court is satisfied on application that, having regard to the circumstances, its further detention for a specified period of time is warranted and the judge so orders; or

proceedings are instituted in which the record or thing may be required.

Where a person is ordered to produce a record pursuant to section 11 and that person claims that there exists a solicitor-client privilege in respect thereof, the person shall place it in a package and seal and identify the package and place it in the custody of a person referred to in subsection (3).

Where, pursuant to section 15 or 16, any person is about to examine, copy or seize or is in the course of examining, copying or seizing any record and a person appearing to be in authority claims that there exists a solicitor-client privilege in respect thereof, the first-mentioned person, unless the person claiming the privilege withdraws the claim or the first-mentioned person desists from examining and copying the record and from seizing it or a copy thereof, shall, without examining or further examining it or making a copy or further copy thereof, place it and any copies of it made by him, and any notes taken in respect of it, in a package, and seal and identify the package and place it in the custody of a person referred to in subsection (3).

A record in respect of which a solicitor-client privilege is claimed under subsection (1) or (2) shall be placed in the custody of

the registrar, prothonotary or other like officer of a superior or county court in the province in which the record was ordered to be produced or in which it was found, or of the Federal Court;

a sheriff of the district or county in which the record was ordered to be produced or in which it was found; or

some person agreed on between the Commissioner or the authorized representative of the Commissioner and the person who makes the claim of privilege.

A judge of a superior or county court in the province in which a record placed in custody under this section was ordered to be produced or in which it was found, or of the Federal Court, sitting in camera, may decide the question of solicitor-client privilege in relation to the record on application made in accordance with the rules of the court by the Commissioner or the owner of the record or the person in whose possession it was found if notice of the application has been given by the applicant to all other persons entitled to make application.

[Repealed, 2024, c. 15, s. 231]

A judge referred to in subsection (4) may give any directions that the judge deems necessary to give effect to this section, may order delivery up to the judge out of custody of any record in respect of which he is asked to decide a question of solicitor-client privilege and may inspect any such record.

Any person who is about to examine, copy or seize any record pursuant to section 15 or 16 shall not do so without affording a reasonable opportunity for a claim of solicitor-client privilege to be made under this section.

At any time while a record is in custody under this section, a judge of a superior or county court in the province in which the record is in custody, or of the Federal Court, may, on an ex parte application of a person claiming solicitor-client privilege under this section, authorize that person to examine the record or make a copy of it in the presence of the person who has custody of it or the judge, but any such authorization shall contain provisions to ensure that the record is repackaged and that the package is resealed without alteration or damage.

All records or other things obtained or received by the Commissioner may be inspected by the Commissioner and also by such persons as he directs.