Insights

The practice of law is changing every day, and the effect of changing legislation on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

Tax Law

Proposed Legislation Could Push Back Tax and Corporate Deadlines Amid COVID-19 Pandemic

On May 19th, the Government of Canada published draft legislative proposals aimed at creating greater flexibility on certain statutory timelines in the midst of the COVID-19 pandemic. If implemented, the proposed Time Limits and Other Periods Act (COVID-19) (the "Proposals") would give the federal ministers the authority to extend or suspend certain time limits and deadlines set out in certain federal legislation. The Proposals are broad sweeping and may impact deadlines set out in the Bankruptcy and Insolvency Act (Canada), Canada Business Corporations Act, Canada Labour Code, Income Tax Act (Canada), Excise Tax Act (Canada) and other federal legislation, as...

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Tax & Estate Planning

Estate Planning in Uncertain Times

Caution: Documents prepared at home may not be effective in achieving your wishes Posted by: Britta Graversen | May 15, 2020 | Filed under: Estate Planning PLEASE NOTE: Since the date of this post, the Province of Alberta passed a Ministerial Order regarding virtual witnessing of estate planning documents, which impacts the options available during this time. Please see our post on that topic dated May 25th, 2020 for additional information. Everyone speaks about all the "extra time" we have on our hands these days, but I have personally found that, in many ways, it feels like there are even...

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Business Law

Tales of Flawed Disclosure: The Importance of the FDD Certificate

The recent decision of the Ontario Superior Court of Justice (the Court) in the case of 2483038 Ontario Inc. v. 2082100 Ontario Inc. (2020 ONSC 475) (the Fit for Life Decision) highlights the importance of ensuring the delivery of a compliant franchise disclosure document (a FDD) upon the grant of a franchise and serves as a reminder to franchisors and their principals of the significant consequences of failing to do so. In this case, the franchisee entered into a franchise agreement with the franchisor for the operation of a “Fit for Life” restaurant in Ontario. The franchisee opened for business...

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Business Law

Default Deference to Administrative Tribunals – The New Era of Review Standards

Background Judicial review involves a process by which a court is asked to review a ruling made by an administrative tribunal in Canada (a Tribunal). Tribunals include the Investment Industry Regulatory Organization of Canada (IIROC), the Privacy Commissioner of Canada, the Trademarks Opposition Board and the Occupational Health and Safety Tribunal Canada. Clients may, from time to time, be subject to rulings of a Tribunal and may therefore seek to weigh the advantages and disadvantages of having a court re-consider the process employed by such Tribunal in reaching such decision and/or the substance of the decision itself. Although such Tribunals are...

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Litigation

Invoice Interest: The Alberta Court of Appeal provides a warning to suppliers

Suppliers who incorporate interest provisions into their invoices should take heed of the Alberta Court of Appeal’s decision in H2S Solutions Ltd. v Tourmaline Oil Corp., 2019 ABCA 373. In H2S, the appellants had provided certain services to the respondents, and occasionally issued invoices. On the bottom of each invoice, the appellants included the following language: TERMS: 2% PER MONTH (24% PER ANNUM) CHARGED ON ALL OVERDUE ACCOUNTS The respondent argued that despite the wording on the invoices, there was no express or implied agreement between the parties to pay the invoice interest. The Court agreed with the respondent, noting...

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Litigation

Creditors and the Oppression Remedy

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...

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Litigation

A Primer on Regulatory Offences

Criminal law is premised on the notion that “an act does not make a person guilty unless the mind is also guilty”. The two components that make up a true Criminal Code offence, therefore, are the actus reus (the guilty act) and the mens rea (the guilty mind). However, a “regulatory offence” is quasi-criminal in nature. Many provincial statutes contain regulatory offences, of which there are two types: absolute liability offences and strict liability offences. The standard for proving culpability of an accused person is lowered through the partial or total removal of the mens rea requirement. To be found...

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Business Law

Licensors Be Wary – Are you Actually Franchising?

Franchising and licensing are often appealing models for businesses looking to expand. With either model, a franchisor or licensor can broaden the reach of their business without having to rely solely on their own capital. However, it is important that the two models be contrasted as against the legal framework within which they each operate. In provinces that have franchise legislation, a franchisor is required to follow a certain set of requirements including delivering a disclosure document to a prospective franchisee. The disclosure obligations are relatively onerous and require that a franchisor disclose all material facts relating to the franchise...

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Business Law

On Your Marks! A Reminder to Register Your Trademarks

Click here to view in PDF. On June 17, 2019, a number of significant amendments were made to the Trademarks Act (Federal) (the Act). As an example, amendments were made to permit: the registration of a trademark in respect of not only words, designs and other distinguishing guises but also new categories which include scent, tastes, textures, holograms, colour (by itself) and moving images; and the filing of one international application for the registration of a trademark which can cover up to 121 countries throughout the world rather than undertaking separate applications in each of those jurisdictions. The applicant would...

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Business Law

Good Faith Disclosure: Some Relief for Franchisors

Click here to view in PDF. The decision of the Ontario Superior Court of Justice in 2101516 Ontario Inc. et al. v. Radisson Hotels Canada Inc.(2019 ONSC 3302) is likely to be welcomed by franchisors across the country. In this decision, the Court ruled that a franchisee cannot claim for misrepresentation under section 7 of the Arthur Wishart Act (Franchise Disclosure), 2000, S.O. 2000, C.3 (the Act) if the misrepresentation is contained in a disclosure document that the franchisor was not obligated to deliver to the franchisee pursuant to the Act. 2101516 Ontario Inc. along with certain other guarantors (collectively,...

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