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  • Article

    The Big MAC In M&A: Hold The Carve-Outs Please

    In M&A, not all surprises are big enough to trigger a MAC (or material adverse change) clause, especially if they relate to a target's financial underperformance.
    CanadaCorporate/Commercial Law
    Torys
    Torys
  • Article

    The Danger Of Interpreting A Contract In A Vacuum

    Your client tells you his story of a dispute with his business partner, gives you a 40-page agreement, refers you to three lines in, say, paragraph 42(1)(ii) of it.
    CanadaCorporate/Commercial Law
    Speigel Nichols Fox LLP
    Speigel Nichols Fox LLP
Article

The Duty Of Good Faith Does Not Extend To Pre-Contractual Conduct

Since it was recognized a little over a decade ago in Bhasin v Hrynew, the contours of the organizing principle of good faith and the duty of honest performance in contract law have been gradually clarified by Canadian.
CanadaCorporate/Commercial Law
Lenczner Slaght
Lenczner Slaght
  • Video

    The Duty Of Honest Contractual Performance (Video Content)

    The Supreme Court of Canada has made major changes to the law of contract, of which all lawyers in Ontario ought to be aware.
    CanadaCorporate/Commercial Law
    Torkin Manes LLP
    Torkin Manes LLP
  • Article

    The Importance Of Forum Selection Clauses In Contracts: A Comment On We Serve Health Care LP v. Onasanya

    Private international law and conflicts of laws rules give litigation counsel many tools to argue over the proper jurisdiction for a legal dispute.
    CanadaCorporate/Commercial Law
    Dentons Canada LLP
    Dentons Canada LLP
  • Article

    The Risks Of Sealing The Deal With A Personal Guarantee

    The purchase and sale of a business can involve a plethora of financial risks – one of which is often mitigated by requiring a personal guarantee.
    CanadaCorporate/Commercial Law
    Norton Rose Fulbright Canada LLP
    Norton Rose Fulbright Canada LLP
  • Article

    The Supreme Court Of Canada Speaks To Rectification In Fairmont Hotels

    In Canada v Fairmont Hotels Inc, According to the SCC, a general intention to structure a transaction for favourable tax treatment will no longer justify rectification...
    CanadaCorporate/Commercial Law
    Burnet, Duckworth & Palmer LLP
    Burnet, Duckworth & Palmer LLP
  • Article

    To Be Is Not To Be: Remedies For Erroneously Drafted Written Instruments

    What options does one have when they discover that a term in a previously executed contract or written instrument was worded poorly, or incorrectly drafted?
    CanadaCorporate/Commercial Law
    Lawson Lundell LLP
    Lawson Lundell LLP
  • Article

    Trash Talk: Supreme Court Considers Contractual Discretion In Good Faith

    The Court held that the duty to exercise discretion reasonably is imposed externally on the contractual relationship, and therefore the parties cannot contract out of it.
    CanadaCorporate/Commercial Law
    Borden Ladner Gervais LLP
    Borden Ladner Gervais LLP
  • Article

    What Are The Most Common Compliance Mistakes Businesses Make In Canada?

    Whether you’re launching a startup or managing an established company, staying compliant with Canadian laws is an essential part of running a successful business. From corporate compliance and employment law to privacy obligations and commercial contracts, overlooking legal requirements can expose your business to unnecessary risk.
    CanadaCorporate/Commercial Law
    Watson Goepel LLP
    Watson Goepel LLP
  • Article

    What Does Canada's Food Security Strategy Mean For Business?

    Canada's National Food Security Strategy introduces new federal funding streams and structural changes to the agri-food sector. The Bennett Jones Food Security Legal Readiness Framework examines five critical dimensions—supply-chain resilience, competition exposure, intellectual property, data governance, and regulatory strategy—that businesses must address to position investments for success. How can organizations navigate these intersecting legal and commercial considerations to capitalize on
    CanadaCorporate/Commercial Law
    Bennett Jones LLP
    Bennett Jones LLP
  • Article

    What Funeral Professionals Need To Know About Bill 46: Proposed Amendments To The Funeral, Burial And Cremation Services Act

    Bill 46 is a proposed Act of the Ontario Legislature that amends 22 current Acts, ostensibly to "cut red tape". Schedule 11 of the Bill outlines amendments to the Funeral, Burial and Cremation Services Act, 2002 (the "Act"). Bill 46 has received first reading and second reading will not take place until after the Legislature resumes sitting in October, 2025.
    CanadaCorporate/Commercial Law
    Linmac
    Linmac
  • Article

    What Saskatchewan's New Franchise Disclosure Legislation Means For Franchisors

    On November 9, 2023, the Government of Saskatchewan introduced Bill 149, The Franchise Disclosure Act (the "Franchise Disclosure Act").
    CanadaCorporate/Commercial Law
    MLT Aikins LLP
    MLT Aikins LLP
  • Article

    Northern Exposure: Anti-Corruption Law Exposes Payments To Governments Under Extractive Sector Transparency Measures Act

    The Extractive Sector Transparency Measures Act is one of several anti-bribery and anti-corruption laws aimed at fighting corruption in the extractive resource sector ...
    CanadaCriminal Law
    McInnes Cooper
    McInnes Cooper
  • Article

    Zerbin v Vrbanek, 2021 ABCA 317: The Alberta Court Kicks Back At A Contractor Taking Kickbacks

    In the Alberta Court of Appeal decision, Zerbin v Vrbanek, 2021 ABCA 317 ("Zerbin"), and the preceding trial decision (Zerbin v Vrbanek, 2020 ABQB 797),
    CanadaCriminal Law
    Miller Thomson
    Miller Thomson
  • Article

    Yukon Zinc: Reining In The Ability To Disclaim Contracts And Priority For Environmental Liabilities

    We previously discussed the Court's decision in Yukon (Government of) v Yukon Zinc Corporation, 2020 YKSC 16, which opened the door to partial termination of agreements in a receivership...
    CanadaEnvironment
    Bennett Jones LLP
    Bennett Jones LLP
  • Article

    Pour-Over Clauses In Ontario Estate Planning: Key Risks And Considerations

    The courts in both Ontario and British Columbia have determined that Wills containing a pour-over clause directing assets into a revocable or amendable trust are invalid.
    CanadaFamily and Matrimonial
    Pallett Valo LLP
    Pallett Valo LLP
  • Article

    A Pharmacist’s Guide To: Structuring Loans And Financing

    Financing a pharmacy transaction involves complex decisions about loan structure, security arrangements, and regulatory compliance that extend far beyond simple interest rates.
    CanadaFinance and Banking
    MLT Aikins LLP
    MLT Aikins LLP
  • Article

    Preliminary Details About The Canada Emergency Rent Subsidy (CERS)

    On October 9, 2020, the Government of Canada announced plans to introduce legislation to create a new form of rent and mortgage support under a program entitled the Canada Emergency Rent Subsidy
    CanadaFinance and Banking
    Minden Gross LLP
    Minden Gross LLP
  • Article

    Second Mortgages Are Quietly Driving Enforcement Risk

    The enforcement risk profile today is not limited to borrower default. It increasingly turns on lender‑versus‑lender dynamics, with second mortgagees moving from passive stakeholders to active actors seeking to take out firsts and step into their position.
    CanadaFinance and Banking
    Gardiner Roberts LLP
    Gardiner Roberts LLP
  • Showing 981–1000 of 3851 results

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