Morgan, QUEEN’S BENCH FOR SASKATCHEWAN Citation: 2009 SKQB 516 Date: 2009 12 31 Docket: Q.B.G. No. 252/2007 Judicial Centre: Saskatoon BETWEEN: TORONTO‑DOMINION BANK, and WHEATLAND INDUSTRIES (1990) LTD., Counsel: David G. Gerecke for the applicant, PricewaterhouseCoopers Inc., Receiver and Manager of Wheatland Industries (1990) Ltd. Jeffrey M. Lee for the plaintiff, Toronto-Dominion Bank Murray R. Sawatzky, Q.C. for CNH Capital Canada Ltd. and CNH Canada Ltd. and Sonia L. Eggerman JUDGMENT KOCH J. December 31, 2009 [1] Beginning in the 1990s and leading up to February 2007, Wheatland Industries (1990) Ltd. (“Wheatland”) carried on business as farm equipment dealer at separate locations at Rosetown, Saskatchewan, and Elrose, Saskatchewan. Wheatland entered into dealership agreements with equipment suppliers, including New Holland Canada, Ltd./ Ltée, Case Canada Corporation and Flexi-Coil Ltd. The respective financing corporations of each of the supplier corporations granted Wheatland lines of credit on the security of present and after‑acquired product inventory. By 2003, the three suppliers mentioned had become part of CNH Canada Ltd. (“CNH Canada”). Dealer financing for CNH Canada has been provided by CNH Capital Canada Ltd. (“CNH Capital”). [2] In 1999 Toronto‑Dominion Bank (“TD”) granted Wheatland credit facility of $500,000 plus an additional $20,000 in Visa credit, all financed by means of general security agreement pledging Wheatland’s present and after‑acquired personal property with personal guarantees from two individuals. On April 13, 1999, TD registered its security interest with the Saskatchewan Personal Property Registry. [3] On May 18, 1999, TD, New Holland (Canada) Credit Company and Wheatland entered into priority agreement whereby TD postponed its Wheatland security in favour of New Holland as to what is described in the agreement as “NHCC Financed Collateral”. New Holland postponed its Wheatland security in favour of TD as to assets of Wheatland, other than NHCC Financed Collateral. On May 15, 2002, TD entered into virtually identical agreement with Case Canada Corporation, Case Credit Ltd. and Wheatland. There may be similar agreement involving Flexi‑Coil, but it has not been provided. The existence and circumstances of the priority agreements are not contentious. The interpretation of them is. In general terms, the agreements provide that the security of New Holland (Canada) Credit Company and Case Credit Ltd. is to have priority over the TD security with respect to property sold to Wheatland by New Holland Canada, Ltd./Ltée and Case Canada Ltd. that Wheatland has not paid for in full. TD security is to have priority with respect to other chattel property which it contends includes property supplied by New Holland and Case that Wheatland has paid for. The CNH companies contend that TD does not have priority with respect to credits for returned parts. That is the primary issue now before the Court. It is not in dispute that CNH Canada and CNH Capital stand as successors to the respective contracting parties, and have assumed their respective rights and obligations relating to the TD priority agreements. [4] By April 2006 Wheatland was having financial difficulties. It was in default in its obligations to TD. On May 11, 2006, when Wheatland owed TD approximately $470,000, TD demanded payment and gave notice pursuant to s. 244 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B‑3, of its intention to enforce its security. [5] In July and August 2006 CNH Canada applied to the Court under s. of the Agricultural Equipment Dealerships Act, S.S. 1999, c. A‑9.1, for determination as to whether CNH Canada had cause to terminate the Wheatland dealership agreement with New Holland Canada, Ltd./Ltée, dated January 1, 2000, and the Wheatland dealership agreement with Case Canada Corporation, dated July 18, 2002. Thereafter, Wheatland attempted to sell the dealership properties as functioning businesses but was unsuccessful. In orders dated February 8, 2006, and February 9, 2006, the respective applications of CNH Canada to terminate the dealership agreements were granted. [6] On February 27, 2007, TD commenced the present action against Wheatland, claiming $490,404.02 with ongoing interest. On February 28, 2007, the ex parte application of TD to appoint PricewaterhouseCoopers Inc. (“PwC”) as interim receiver of Wheatland pursuant to s. 47 of the Bankruptcy and Insolvency Act was granted. The order was to expire March 15, 2007, unless extended in the meantime upon notice to Wheatland and other interested parties. It was extended to March 26, 2007. When the matter came before the Court again on March 26, 2007, TD applied to terminate the appointment of PwC pursuant to the February 26, 2007 order and to appoint PwC as receiver and manager in respect of all of the Wheatland assets, undertakings and properties pursuant to ss. 65(1) of The Queen’s Bench Act, S.S. 1998, c. Q‑1.01, and ss. 64(8) of The Personal Property Security Act, 1993, S.S. 1993, c. P‑6.2. Both aspects of the application were granted. [7] PwC, as receiver/manager, liquidated the Wheatland property. However, disputes arose between PwC and CNH Canada and CNH Capital. The first was as to the priority of the CNH Capital security over the TD security as to credits to Wheatland arising from the return of parts inventory. The second related to whether CNH Canada was obligated to accept the return of parts ordered by Wheatland from Case Canada but shipped directly to Wheatland by third party suppliers. Accordingly, PwC has applied for the advice and direction of the Court as to the following: (a) whether the Case New Holland group (“CNH”) is obliged to pay certain amounts to the Receiver, as set out in the Report of the Receiver dated July 10, 2008 re: Issues Concerning CNH Group (the “Report”), in respect of credit balances of Wheatland and parts returned by the Receiver; and (b) whether CNH was required to purchase certain parts from the Receiver, mainly comprised of Direct Ship Items (as defined in the Report) from the Receiver, and whether CNH is obliged to pay certain amounts to the Reciever [sic], as set out in the Report, in respect of such parts. [8] The Receiver, as an officer of the Court, has filed report outlining the background facts in detail. The parties have filed affidavits with exhibits. However, as counsel have advised, there are no facts in dispute. The issues relate only to the interpretation of the respective priority agreements between TD and the CNH companies and to the interpretation of s. 50(14) of The Agricultural Implements Act, R.S.S. 1978, c. A‑10 (the “AIA”) as to the return of direct ship parts. [9] The CNH companies object to the propriety of court‑appointed receiver taking the side of competing creditor in priority dispute amongst creditors. In the context in which the issue has arisen here, this is collateral matter which has no impact on the outcome, except as to costs. Therefore, reject the objection, relying on the Saskatchewan Court of Appeal decision in Andersen (Arthur) Inc. v. Merit Energy Ltd., 2002 SKCA 105 (CanLII), 227 Sask. R. 44. The Receiver, in bringing this application, is acting on behalf of all creditors to determine priority between competing claimants. That is not the same as the Receiver seeking to change the priorities as between the respective claimants. Parts and service manuals returned by the Receiver to CNH Canada [10] In the course of liquidating the personal property of Wheatland, the Receiver returned parts and service manuals to CNH Canada. These returns, along with warranty credit of $1,861.40, resulted in credits in four distinct parts accounts totalling $235,336.96. The Receiver contends that these credits are assets of Wheatland and seeks to recover the total value of them from CNH Canada and CNH Capital. CNH Canada and CNH Capital, relying on the provisions of the respective priority agreements, claim that they are entitled to set off these credits against debits in other Wheatland accounts relating to the sale of whole goods and against debits in Wheatland accounts relating to the financing of trade‑in inventory. This issue turns on the wording of certain provisions of the priority agreements. As the provisions of the New Holland (Canada) Credit Company agreement and the Case Canada Corporation agreement relevant for present are identical, references herein will be only to the New Holland (Canada) Credit Company agreement. [11] The operative provisions of the priority agreement are in paragraphs 4.1 and 4.2 as follows: 4.1 The Bank hereby agrees that the Bank Security is hereby postponed and subordinated in all respects to the NHCC Security on the NHCC Financed Collateral. The Bank further agrees that NHCC shall also be absolutely entitled to any conditional sale contracts or other chattel paper.... The Bank further agrees that the NHCC Security in the Credits included in the NHCC Finance [sic] Collateral and all Proceeds thereof shall at all times remain prior to and rank ahead of the Bank’s Security in such Credits. 4.2 NHCC hereby agrees that the NHCC Security is hereby post‑poned [sic] and subordinated in all respects to the Bank Security on all the present and future assets of the Dealer [other] than the NHCC Financed Collateral. NHCC further agrees that the NHCC Security related to any new or used Goods forming part of the NHCC Financed Collateral, and all Proceeds of the Goods, is hereby postponed and subordinated in all respects to the Bank Security related to the new or used Goods and the Proceeds thereof, effective upon NHCC having been paid by the Dealer in full for such Goods. NHCC further agrees that the NHCC Security related to any trade‑in Goods forming part of the NHCC Financed Collateral and all Proceeds of such trade‑in Goods is hereby postponed and subordinated in all respects to the Bank Security related to the Trade‑in Goods and the Proceeds thereof, effective upon the purchase price for the new Goods acquired by the Dealer’s customer who delivered the trade in Goods to the Dealer as part consideration for the new Goods acquired by such customer, having been paid in full. The parties are on common ground that in order to correctly express what was agreed upon, the word “other” must be added in the first sentence of paragraph 4.2 to correct typographical omission. [12] To construe these paragraphs, it is necessary to refer to the following definitions in paragraph 2.1: 2.1 In this Agreement, the following terms shall have the meanings attributed to them: ... (b) “NHCC Financed Collateral” means the following present and future assets of the Dealer: (i) All of the Dealer’s present and after‑acquired inventory financed by NHCC consisting of new, used and trade‑in Goods and all parts and supplies for such Goods (the NHCC Inventory); (ii) all present and after‑acquired Credits relating to any item of NHCC Inventory and including all credits due or accruing due to the Dealer from NHCC; and (iii) all choses in action, rights and contracts relating to the NHCC Inventory and all Proceeds realized by the Dealer from such contracts, the NHCC Inventory and Credits, other than choses in action, rights and contracts arising from the sale by the Dealer of parts and services in the ordinary course of its business. (c) “NHCC Security” shall mean any security documentation now or in the future held by NHCC from the Dealer charging the present and future assets of the Dealer, including without limiting the generality of the foregoing, the documents listed in Schedule hereto, if any. (d) “Credits” includes all factory rebates, credits, advertising and promotional allowances, and all other amounts, credits or claims due or accruing due to the Dealer from manufacturer or distributor of goods, parts, and supplies. (e) “Proceeds” means personal property in any form derived directly or indirectly from any dealing with the Dealer’s assets or that indemnifies for assets of the Dealer that are destroyed or damaged. The term “NHCC Inventory” in accordance with para. 2.1(b)(i) refers to after‑acquired inventory financed by NHCC consisting of new, used and trade‑in Goods and all parts and supplies for such Goods. [13] Paragraph 1.1 of the agreement stipulates that the recitals in the preamble are to be read and construed as part of the agreement. The preamble provides: WHEREAS the Dealer is in the business of selling, leasing and repairing tractors, agricultural and industrial equipment, and implements (hereinafter referred to as “Goods”); AND WHEREAS the Bank has loaned money or made other financial accommodations to the Dealer and may in future loan further monies or make further financial accommodations to the Dealer to enable the Dealer to operate its business; AND WHEREAS NHCC is supplying credit and may in the future supply further credit to the Dealer to enable the Dealer to acquire and hold for sale or lease, Goods and parts and supplies therefor; AND WHEREAS the Bank and NHCC have taken and may in future take security documents from the Dealer to secure payment of the respective present and future indebtedness and obligations of the Dealer to each of them; The first and third recitals are particularly notable. [14] The CNH companies contend that they are entitled to claim priority on the parts credits pursuant to paragraph 4.1 of the agreement because parts are “NHCC Financed Collateral” as defined in paragraph 2.1(b)(i). This argument is supported by the first recital paragraph wherein the word “Goods” is stated is to include tractors, agricultural and industrial equipment and implements, without explicit reference to parts and supplies. It is also supported by the third recital which specifically refers to “Goods and parts”, leading to the inference that parts are not included in “Goods” and must be something different than “Goods”. The reference in paragraph 2.1(b)(i) is also consistent with the contention that the reference to “Goods” does not include parts or supplies. In subparagraph (i) the word “Goods” is used conjunctively with the words “parts and supplies”. As well in the definition of “Credits” in paragraph 2.1(d), the word “Goods” is separated from the word “parts”, albeit in different context. The definition of “Credits” in paragraph 2.1(d) also refers to “goods” and “parts” separately and conjunctively, although in that definition, the word “goods” commences with lowercase letter “g”. This does not appear to support the CNH position. Credits are not included in the “NHCC Financed Collateral” and the “Proceeds” thereof, but they are obviously included in the present and future assets of the dealer other than the “NHCC Financed Collateral” in accordance with the first sentence of paragraph 4.2. [15] TD’s priority claim is based on the first two sentences in paragraph 4.2. TD contends that the NHCC priority does not extend to parts or credit for parts. It is TD’s position that the NHCC security is postponed in favour of TD as to any new and used Goods effective upon NHCC having been paid by the dealer in full for them. For this contention to prevail, the word “Goods” must be interpreted to include “parts” which in common English language usage would surely be the case. [16] The CNH companies contend that they are entitled to claim prior security to the credits generated by the parts returned based on the reasoning that parts, the proceeds of parts returned and the credits thereby generated are not included in the assets in respect of which TD is entitled to claim priority pursuant to paragraph 4.2. CNH contends that the priority extended to TD by paragraph 4.2 includes only assets that are not “NHCC Financed Collateral”. Notwithstanding that the parts in issue have been, in effect, paid for, CNH contends that those parts are nevertheless “NHCC Financed Collateral”. [17] am not able to follow the fine distinctions required to support the CNH position. [18] do not accept the submission of the CNH counsel that the goods/parts issue is the cornerstone of the priority agreement. The critical issue is the distinction between inventory and credits paid for by Wheatland and inventory and credits financed by NHCC that Wheatland has not paid for. see that as the essential intent of the contracting parties and the impact of the agreement. If that were not the case, it would have been logical for the agreement to have contained an explicit provision that parts and supplies are not “Goods” or “inventory” for the purposes of the agreement. note that the contrary intention of CNH is indicated in the NH policy manual. However, there is no reference to any manual or manuals in the priority agreement itself, nor is there any acknowledgement or recognition of the provisions of any NHCC policy manuals by TD. [19] should comment on the CNH submission that the fact that the specific reference to new goods, used goods and trade‑in goods indicates that the omission of the word “parts” in these categories indicates that parts are something separate or different. This does not, in my view, serve to identify an intention on the part of TD to relinquish any rights to its security claim against paid‑for parts. [20] Notwithstanding the possibility of a contrary interpretation, in accordance with the submission on behalf of CNH on this application, it seems clear that objective of the contracting parties when they entered the priority agreement was that the NHCC security would have priority over the TD security as to Wheatland inventory supplied by New Holland but not paid for by Wheatland or returned for credit. But once the inventory supplied by New Holland was paid for by Wheatland, the TD general security on Wheatland’s present and after‑acquired property would prevail. [21] Based on the foregoing, find that the Receiver has proven it is entitled to recover the credits in the parts accounts. PwC is entitled to recover from CNH Canada and CNH Capital the full balances of the credit accounts totalling $235,336.96. This does not affect the rights of creditors of Wheatland, other than CNH, to contest the validity of the TD security claims. The Direct Ship Issue [22] The second issue only arises as the result of the Receiver succeeding on the first issue. It relates to the Receiver’s right to require CNH Canada to repurchase parts inventory acquired from CNH Canada or its predecessors, notwithstanding that these parts were shipped direct to Wheatland by third party suppliers at the request of CNH Capital. direct ship transaction occurred when Wheatland ordered part from Case or New Holland, and Case or New Holland passed on the order to third party supplier, instructing the supplier to direct ship to Wheatland. The third party supplier would bill Case or New Holland; Case or New Holland would bill Wheatland; Wheatland would pay Case or New Holland. The only link between Wheatland and the third party supplier was that the supplier would deliver the product directly to Wheatland rather than first delivering it to Case or New Holland for shipment to Wheatland. Orders placed by Wheatland in respect of which direct shipment was contemplated were identified by code number on the requisition form submitted to CNH by Wheatland. Wheatland had no control over whether any particular product was to be supplied directly by Case, New Holland or CNH Canada, or by third party supplier. However, because of the use of the direct ship code number on the orders, Wheatland was presumably aware when it placed orders, that certain items were going to be direct shipped to Wheatland by third party suppliers. Pursuant to explicit provisions in the respective dealership agreements, CNH Canada was not obligated to restock direct ship parts inventory. [23] The matter does not end there, however. The contractual right of CNH Canada to refuse to restock direct ship inventory (and the corporate policy of CNH Canada to refuse to restock direct ship inventory) is subject to the provisions of s. 50 of the AIA. Section 50 provides in part: (2) Within 90 days after the day an agreement expires or is terminated by the dealer or the supplier for any reason, dealer may give to the supplier written notice to purchase containing request by the dealer that the supplier purchase: (a) all unused implements, unused parts, signs, computer hardware and computer software obtained from or required by the supplier; and (b) any special tools and service manuals obtained from or required by the supplier. (3) If notice to purchase is given to the supplier in accordance with subsection (2), the supplier shall, subject to this Act and the regulations, purchase from the dealer: (a) all unused implements obtained by the dealer from the supplier; (b) all unused parts purchased as parts by the dealer from the supplier; (c) all signs carrying the supplier’s current logo obtained from or required by the supplier within five years before the expiration or termination of the agreement; (d) all computer hardware that: (i) was purchased from the supplier or required by the supplier within two years before the expiration or termination of the agreement; and (ii) was used exclusively to do business with the supplier; (e) all computer software that: (i) was created and owned by the supplier; (ii) was sold directly to the dealer within two years before the expiration or termination of the agreement; and (iii) was used exclusively to do business with the supplier; (f) all service manuals that the dealer was required to purchase from the supplier within the two years before the expiration or termination of the agreement; and (g) all special tools that the supplier required the dealer to purchase within the two years before the expiration or termination of the agreement and that are used exclusively for servicing the supplier’s products. (14) supplier is not required to purchase any of the following: (a) an unused part that is not clearly identified by its part number; (b) an unused part that: (i) is not listed in the supplier’s current price list; and (ii) is for use in an implement that was manufactured more than 10 years before the expiry or termination of the agreement; (c) an unused part specially ordered by the dealer from the supplier on the understanding that the part was not returnable by the dealer; (d) unused implements, unused parts, signs, computer hardware, computer software, service manuals and special tools that are subject to lien, charge, encumbrance or mortgage in favour of third party in an amount in excess of the amount that the supplier would be required to pay to the dealer pursuant to this section; (e) unused implements, unused parts, signs, computer hardware, computer software, service manuals and special tools that have not been adequately prepared for shipment in accordance with clause (18)(b) within the 91‑day period mentioned in subclause (16)(b)(i) or in any extension of that period granted pursuant to subsection (10). (22) This section applies to supplier and dealer notwithstanding any provision to the contrary in an agreement or any other contract or arrangement between the supplier and the dealer, and, if provision of the agreement is more advantageous to the dealer than the provision of this section pertaining to the same subject‑matter, the more advantageous provision of the agreement applies. Also relevant is s. 25(d) of The Agricultural Implements Regulations, 1982, R.R.S. A‑10 Reg 1, which provides: 25 In section 50 of the Act and in these regulations: ... (d) “supplier’s current price list” means the latest comprehensive price list or lists of the supplier that includes all parts that may be ordered by dealer from the supplier including parts that are ordered from the supplier that are shipped directly to the dealer from third party; [24] The issue arises pursuant to s. 50(14)(c). While it is obvious that direct ship parts are contractually excluded but the question is whether the direct shipped parts in this case were “specially ordered” by Wheatland as stipulated in ss. 50(14)(c). The direct ship parts in issue consist of very ordinary articles such as nuts and bolts, washers, O‑rings, seals, gaskets and bearings. [25] It is not in dispute that the value for restocking purposes of the direct ship parts that the Receiver sought to return that CNH Canada refused to accept is $107,783.85. However, the Receiver’s claim is adjusted to $88,724.59 because, by agreement between CNH Canada and the Receiver, the direct ship items were sold at auction, yielding net sale proceeds to the Receiver of $19,059.26. The Receiver’s net claim, therefore, against CNH Canada and CNH Capital with respect to the restocking of direct ship parts is $88,724.59. [26] The contractual provisions clearly entitle CNH Capital to refuse to restock direct ship parts. However, ss. 50(2) and (3) serve to override the contrary contractual provisions in certain circumstances. Subsection 50(14) describes situations in which supplier is not required to repurchase. In accordance with s. 50(14)(c), the supplier’s obligation to repurchase does not extend to unused parts “specially ordered” by the dealer from the supplier on the understanding that the part was not returnable by the dealer. [27] The Receiver contends that for parts to be “specially ordered”, they must be unique or “one‑off” items. CNH Canada contends that the word “specially” as used in s.50(14) does not mean “special”, only “different”, and what is different in this case is that CNH Canada and Wheatland had mutual understanding that parts specially ordered would not be returnable. As previously indicated, there is no basis to contend that the kinds of articles involved were in any way unique. Indeed, they were commonplace articles of personal property required by a farm machinery dealer for its use and for use by its retail customers. The employment of the direct ship inventory model was supposedly for the mutual benefit of CNH Canada and Wheatland. Obviously, it would be way to supply parts inventory more quickly. Probably the shipping costs were lower than if the respective third party suppliers shipped to CNH. There was nothing special about the product, about the dealer’s use of it, about the customer’s use of it or about the ability of Wheatland or any other dealer to sell the product to retail customers in the normal course of business. The single identifiable element to distinguish direct ship parts from parts shipped by CNH Canada is the mode of delivery. [28] Counsel for TD cites the decision of R. v. T. Eaton Co. Ltd. (1973), 1973 CanLII 1505 (MB QB), 14 C.C.C. (2d) 124 (Man. Q.B.), wherein Wilson J. offers comment on the meaning of the words “special” and “specially”, at page 127: The word “special”, or phrases incorporating that word or its adverbial derivative “specially”, is not without meaning. For the lawyer, one thinks perhaps of “special damages”, “special agent”, or “special jury”, and no doubt there are other phrases of less technical significance, say “special leave”, or “special circumstances”. These last bring us closer to the every‑day meaning imported by the word “special”, namely, something out of the ordinary, thing exceptional, designed for particular purpose, occasion, or person. So that, in reading the phrase “specially priced”, one is entitled to expect that the amount asked represents exceptional value. It appears that the contractual arrangements were intended to enable CNH Canada to opt out of its AIA obligations to repurchase inventory from a terminated dealer (ss. 50(22)). The AIA does not permit or accommodate such opting out. As well, the provisions of s. 50 appear to be designed to protect the supplier as well as the dealer. To be eligible for return, part must be unused; it must be clearly identified by part number; it must be listed in the supplier’s current price list; it must be for use in an implement that was manufactured not more than 10 years before the termination of the agreement. In addition, the supplier is entitled to discount the invoice price, supposedly to compensate for restocking. [29] I am not persuaded that the parts in issue in this case were specially ordered. On that account, the second issue is resolved in favour of the Receiver. [30] The Receiver, PwC is entitled to its costs of this motion, one set of costs against CNH Canada and CNH Capital together. TD, although represented before me, is not separate party to the application, notwithstanding that the application is within the procedural framework of its action against Wheatland. Therefore TD is not entitled to costs.
In 1999 the plaintiff Bank granted the defendant, Wheatland, a credit facility of $500,000 plus an additional $20,000 in Visa Credit, all financed by means of a general security agreement pledging Wheatland's present and after acquired personal property with personal guarantees from two individuals. In April 1999 the Bank registered its security interest with the Personal Property Registry (PPR). Wheatland carried on business as a farm equipment dealer. Wheatland entered into dealership agreements with equipment suppliers (CNH). The Bank entered into a priority agreement whereby the Bank postponed its interest in favour of CNH. The issue in the present application is the Bank's priority with respect to credits for returned parts. The issues require an interpretation of the respective priority agreements between the Bank and the CNH companies. HELD: 1) The critical issue is the distinction between inventory and credits paid for by Wheatland and inventory and credits financed by CNH that Wheatland has not paid for. The objective of the contracting parties when they entered the priority agreement was that the CNH security would have priority over the Bank security as to Wheatland inventory supplied by the suppliers but not paid for by Wheatland or returned for credit. But once the supplied inventory was paid for by Wheatland, the Bank's general security on Wheatland's present and after acquired property would prevail.  2) The second issue only arises as the result of the first issue. It relates to the Receiver's right to require CNH Canada to repurchase parts inventory acquired from CNH Canada or its predecessors, notwithstanding that these parts were shipped direct to Wheatland by third party suppliers at the request of CNH. The issue arises pursuant to s. 50(14)(c) of The Agricultural Implements Act (AIA). While it is obvious that the direct ship parts are contractually excluded, the question is whether the direct shipped parts in this case were 'specially ordered' by Wheatland as stipulated in s. 50(14)(c) of the Act. The direct ship parts at issue consist of very ordinary articles such as nuts and bolts, washers, O-rings, seals, gaskets and bearings. The contractual provisions entitle CNH to refuse to restock direct ship parts. However s. 50(2) and s. 50(3) override the contrary contractual provisions in certain circumstances. It appears that the contractual arrangements were intended to enable CNH to opt out of its AIA obligations to repurchase inventory from a terminated dealer. The AIA does not permit or accommodate such opting out. The provisions of s. 50 appear to be designed to protect the supplier as well as the dealer. The Court is not persuaded that the parts in this case were in any way unique or specially ordered. They were commonplace articles of personal property required by a farm machinery dealer for its use and for use by its retail customers.