ArticleActions Can Sometimes Speak Louder Than WordsContracting parties need to take care to ensure that their actions do not speak louder than the words in the warning. CanadaCorporate/Commercial LawGowling WLG
ArticleAssignability ConsiderationsThe PPSAs in each province and territory of Canada other than the Province of Québec provide that a contractual restriction on the assignment of a receivable is unenforceable against third parties...CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleBC Introduces Commercial Liens Act To Reform Existing Liens LawsOn March 7, 2022, the British Columbia Minister of Finance introduced Bill 11-2022: Commercial Liens Act (the "New Act"). CanadaCorporate/Commercial LawAlexander Holburn Beaudin + Lang LLP
ArticleBe Warned: Online Forum Selection Clauses May Oblige You To Litigate AbroadThe decision in Douez v. Facebook, Inc., provides some comfort to online businesses that rely upon forum selection clauses in their online contracts.CanadaCorporate/Commercial LawGowling WLG
ArticleBeware the Boilerplate: The "Standard" Clauses in Commercial ContractsBoilerplate clauses are standard clauses, phrases and concepts that appear in commercial agreements. CanadaCorporate/Commercial LawLerners LLP
ArticleBuyers Beware: The Fine Print In Your Contract Can Cost You!The plaintiff in this case was a supplier of ATMs and the defendant was a partnership that operated a convenience store.CanadaCorporate/Commercial LawWatson Goepel LLP
ArticleCan A Cause Of Action Be Assigned In A Corporate Transaction?What happens when a key asset of a target corporation is a cause of action? Can it be assigned to the purchaser in an asset purchase or to a "Newco" in a corporate restructuring?CanadaCorporate/Commercial LawNorton Rose Fulbright Canada LLP
ArticleCanadian Law Embraces Duty of Honesty in Contractual PerformanceParties to contracts in Canada now have a good reason not to lie or act deceptively to their counterparties in performing their contractual obligations.CanadaCorporate/Commercial LawTorys
ArticleClaim Against Former Franchisee For Soliciting Customer Lists "Turfed" By BC CourtThe Provincial Court of British Columbia dismissed the claims of a franchised business purchaser seeking to rely on purported non-competition provisions.CanadaCorporate/Commercial LawCassels
ArticleConduct Matters In Contracts: What You Need To Know About The Duty Of Honest Performance In Construction ContractsOn December 18, 2020, the Supreme Court of Canada ("SCC") released its decision in C.M. Callow Inc v Tammy Zollinger[1] ("Callow"); this decision will impact contractors, ...CanadaCorporate/Commercial LawWeirFoulds LLP
ArticleCorporations Are (Juridical) People, Too, And Their Interests Come FirstGenerally, directors in Canada are mandated by statute to oversee the business and affairs of their respective corporations. With that mandate comes a variety...CanadaCorporate/Commercial LawCassels
ArticleCourt Of Appeal Affirms Director's Personal Liability For Value Stripping: FNF Enterprises Inc. v. Wag And Train Inc.The recent decision of the Court of Appeal for Ontario in FNF Enterprises Inc. v. Wag and Train Inc., 2023 ONCA 92 confirms that the oppression remedy in section 248 of the Business Corporations Act...CanadaCorporate/Commercial LawDale & Lessmann LLP
ArticleCOVID-19: What Happens If Your Contract In Canada (Excluding Quebec) Does Not Have A Force Majeure ClauseOn March 11, 2020, the World Health Organization officially designated the outbreak of COVID-19, otherwise known as coronavirus, as a global pandemic. In recent weeks, this unforeseen global ...CanadaCorporate/Commercial LawGowling WLG
ArticleCross-Border M&A: Using Earnouts In Uncertain MarketsThe use of earnouts in M&A transactions has increased over the past decade, and the current economic climate could encourage further use of this financing mechanism.CanadaCorporate/Commercial LawCrawley MacKewn Brush LLP
ArticleCrystal Clear Contracting: The Supreme Court Clarifies The Law Of Pre And Post-incorporation ContractsThis past Friday the Supreme Court of Canada released a rare decision touching upon a commercial contractual dispute. The decision, Owners, Strata Plan LMS 3905 v. Crystal Square Parking Corp. CanadaCorporate/Commercial LawAffleck Greene McMurtry LLP
ArticleDeal Certainty: More Sellers Will Seek To "Lock The Box"Assuming the recent frothy sellers’ market continues into 2015, we expect to see more use of the locked box in the near future.CanadaCorporate/Commercial LawTorys
ArticleDSF Lawyer Gets Damages For A 3-Year-Old Subjected To Harsh And Degrading Treatment At A Private SchoolDSF's education lawyer Katelyn Bell successfully defended the parents of a three-year-old student against a claim for unpaid tuition. The pupil's parents were instead awarded $2,000 in damages...CanadaCorporate/Commercial LawDevry Smith Frank LLP
ArticleFederal Corporations: Significant Changes To Disclosure Requirements Coming Into Force In June, 2019Bill C-86, the Budget Implementation Act, 2018, No. 2 (the "Bill") is scheduled to come into force on June 13, 2019. CanadaCorporate/Commercial LawThompson Dorfman Sweatman LLP
ArticleFighting Forum: Where Forum Selection Clauses Fall ShortForum selection clauses are frequently used in commercial contracts, especially in cases where the parties to the contracts are based in different jurisdictions.CanadaCorporate/Commercial LawMcKercher LLP