Insights

Supreme Court ruling entitles employees to bonuses after termination if within reasonable notice period Our focus in this article is the recent decision of the Supreme Court of Canada in Matthews v Ocean Nutrition Canada Ltd., 2020 SCC 6 (“Matthews”).  Being touted a landmark ruling in employment law, Matthews should be of interest to Canadians who receive any kind of bonus or commission.  We carry on below to address the interplay between Matthews and the important Alberta Court of Appeal decision in Styles v Alberta Investment Management Corporation, 2017 ABCA 1 (“Styles”), which clarified the law with respect to how...

We have written a series of articles about the oppression remedy and its application to the shareholders of a corporation. See “Business Judgment and the Fair Treatment of Shareholders” (July 2016), “A Brief Overview of the Oppression Remedy” (April 2017), “Director Liability in Oppression Actions” (August 2017), “Liquidation and Dissolution of a Corporation as a Remedy for an Aggrieved Shareholder” (February 2018). This article discusses the application of the oppression remedy to the creditors of a corporation. Introduction Historically, the oppression remedy was limited to shareholders. However, both the federal Canada Business Corporations Act and the provincial Business Corporations Acts...

In commerce, parties often provide security in the form of letters of credit. A party (the “promisor”) may provide security for performance of its obligations under a commercial transaction (“underlying contract”) with the other party (the “promisee”) by procuring a letter of credit (“LOC”) from a bank.  The LOC would stipulate that a certain amount of money is to be released by the bank to the promisee/beneficiary if the promisor defaults in the underlying contract.  There would therefore be two different relationships at play: 1) that between the promisor and promisee in the underlying contract and 2) that between the...

Click here to view in PDF. In the recent past, I wrote about the oppression remedy.  See “A Brief Overview of the Oppression Remedy” (April 2017) and “Director Liability in Oppression Actions” (August 2017).  Those articles serve as a helpful, but not necessary, lead-in to this article, which focuses on an alternative way by which an aggrieved shareholder may wish to exit an incorporated business absent oppression or shareholder agreement terms that may be utilized.  On that latter topic, have a look at my articles on “shot-gun” clauses, “Shot-Gun Clauses: Important but Draft Carefully and Use with Care” (July 2017),...

Click here to view in PDF. This article provides an overview of the current state of partnership law and highlights the elements that form that type of business association. A partnership is defined in legislation throughout Canada, including Alberta’s Partnership Act, as a relationship between persons carrying on a business in common with a view to profit. Courts have found that a person conducts a business when the following elements are present: 1) the allocation of time, attention, and labour; 2) the incurring of liabilities to other persons; and 3) the purpose of earning a livelihood.  A simpler definition is...