In Ontario, franchise agreements are subject to the requirements of the Arthur Wishart Act (Franchise Disclosure), 2000 (the “Act”). The Act imposes a “duty of fair dealing” on the parties to such an agreement and grants franchisees the right to form an organization of franchisees. One of the most significant aspects of the Act is […]
Category Archives: Commercial Litigation
The Legal Effect of Requiring Payment of a Criminal Rate of Interest in a Contract
Section 347 of the Criminal Code makes it a criminal offence for someone to enter into an agreement or arrangement to receive interest at a “criminal rate” or to receive a payment or partial payment of interest at that rate. In turn, a “criminal rate” is “an effective annual rate of interest calculated in accordance […]
The Parol Evidence Rule and Contractual Interpretation
Litigation involving contracts often hinges on the interpretation to be given to one or more terms of the contract. Parties will typically advocate for a particular interpretation. Sometimes, a question arises about whether and to what extent a party can introduce evidence substantiating that interpretation. Among other things, that question may involve the application of […]
Staying Court Proceedings in the Context of International Commercial Arbitrations
It is very common for commercial contracts to include clauses requiring parties to submit disputes to arbitration. Despite this, when an actual dispute arises, a party may wish to pursue court proceedings, in which case a court may have to decide whether to stay those proceedings and allow the dispute to proceed through arbitration. In […]
What Does “Best Efforts” Mean?
Businesses that agree to carry out their contractual obligations using “best efforts” may wonder what standard that phrase imposes on them. The words have a lengthy judicial history, and the issue recently arose again in the Superior Court of Justice decision of 2271047 Ontario Ltd. v. Window City Industries Inc. In 2010, Window City Industries […]
A Review of the “Indoor Management Rule”
It is common for businesses to have long-term relationships with particular individuals. Still, when someone new comes into the picture, a business may have questions about the level of authority that person has. This issue can sometimes arise in the context of contracts between parties. When can a business assume that the individual they are […]
Contractual Terms and the Determination of Fair Value of Minority Shareholdings
It is commonly understood that minority shareholders have certain protections under the Business Corporations Act. This includes the right to dissent on a vote to approve certain significant corporate events, such as an amalgamation of the company or the sale of all of its property. The requirements for such a dissent are in section 185 […]
Breach of Contract by a Company: A Potential Path to Personal Liability for Directors
When a business enters into a contract with another company, it must carry the risk that it will not be able to recoup its losses from the company in the event of its breach. This risk may be magnified when the company is small and closely held. Much of this risk originates in a legal […]
Oppression Remedies Should Not Be Based Solely On Agreements Between Stakeholders
A recent Ontario Court of Appeal decision considered the role that agreements signed between corporate stakeholders play in an individual’s claim for an oppression remedy under the federal Canada Business Corporations Act. The case is a useful reminder of the need for a holistic, contextual approach to the issue of oppression rather than one limited […]
Court Deems Ontario’s Spoliation an Abuse of Process and Remedies It Through Award of Legal Costs
The lengthy and interesting history of Trillium Power Wind Corporation v. Ontario recently came to a head before the Ontario Court of Appeal. Over the years, the case has been the subject of extensive media coverage. It began in 2011 and involved a claim by Trillium Power Wind Corporation for damages it allegedly suffered after […]