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The petitioners are former employees of Premier Communications Ltd., the corporate predecessor of Rogers Communications Inc. (“RCI”). They are all members of the Premier Cablevision Staff Pension Plan (the “Plan”) and beneficiaries of its associated trust. The Plan was established in January 1974 as a non-contributory, defined-benefit plan to which the employer made contributions until 1983. The Plan provided that any surplus remaining after payment of the defined benefits would be distributed among the Plan members. In 1980, RCI acquired Premier Communications Ltd. and the Plan. In 1981, it amended the Plan to provide that, upon termination of the Plan, any surplus would revert to RCI. In 1984, RCI amended the Plan by closing it to employees hired after July 1, 1984.

Following litigation, the petitioners petitioned in 2001 under the rule in Saunders v. Vautier for an order terminating the Plan and to receive the trust estate, including the actuarial surplus, absolutely. This petition is at issue in the instant case. The Plan members all consented to termination of the Plan, but consent from approximately 25 designated beneficiaries was missing. The petitioners applied for the court to consent to the termination of the Plan on behalf of the beneficiaries who could not be located. Alternately, the petitioners requested that the Plan be left intact, but that the surplus be terminated and distributed. By 2002, the Plan was thought to have developed an actuarial surplus of approximately $11,000,000.

Throughout the litigation, the petitioners have sought an accurate membership list from RCI in order to obtain the required consents. By the time of the appeal, several lists had been provided, each of them different. The chambers judge directed RCI to deliver the documents, files and prior valuations it had referred to or relied upon in determining the membership of the Plan. It was also to provide a valuation of the Plan, including its assets, liabilities, and any surplus. In subsequent reasons on the same action, the chambers judge allowed the petition to terminate the Plan. She ordered the Plan terminated and appointed an administrator to oversee its termination. In recognition of the breakdown of trust between the petitioners and the trustee and the actuary then in place, she appointed a new trustee and a new actuary.

The Court of Appeal directed that the order dismissing the appeal not be entered for three months, during which time it would receive new submissions respecting the application of the rule in Saunders v. Vautier. The Court of Apppeal then found that RCI was not entitled to amend the Plan to allow the addition of new members. It held that, provided that all the consents of all members and designated beneficiaries had been obtained, the petitioners were at liberty to proceed to invoke the rule in Saunders v. Vautier. The Trustee would be bound to cooperate.