Ontario Court of Appeal Comments on the Duty of Honest Performance
A recent Ontario Court of Appeal decision expands upon the application of the duty of honest performance in contractual relations. In 2014, the Supreme Court of Canada held that good faith contractual performance “is a general organizing principle of the common law of contract which underpins and informs the various rules in which the common […]
Time to Winterize Your Footwear
It’s that time of year! The white stuff is falling and everyone is rushing to get their winter tires installed. While you wait for your tires to be changed, take a look at the ‘tires’ on your feet – your snow boots! Why, you ask? Even if you take your car everywhere, you inevitably have […]
Other Sources of Liabilities for Directors
In a recent blog, I presented the duty of care and the fiduciary duty of directors as a potential source of liabilities for them. This blog will cover other sources of liabilities for directors. Directors of a corporation are jointly and severally liable with the corporation for certain tax arrears of a corporation, a corporation’s […]
Duties and Responsibilities of Directors Acting in a Duly Incorporated Corporation
Why do people incorporate companies? One of the main reasons is that generally, if a company does business, no employee or officer of the corporation is personally liable for any act done within the scope of their duties on behalf of the corporation. Now there are some exceptions to that general rule that could result […]
The Disclosure Document – What to Expect
The decision to open a business and become an entrepreneur is not one most people take lightly. There are countless hours that go into planning and preparing for the big transition from employee to owner. If the business you have decided to open is a franchise, there are some additional considerations you are going to […]
Minority Shareholders Have Rights Too
Minority shareholders should not assume that their interests will always be secondary to the will of majority shareholders. Certainly, in general, majority shareholders carry the bigger stick; however, minority shareholders have a few big sticks of their own. Two such examples are the “oppression remedy” and “derivative actions.” Simply put, the oppression remedy allows stakeholders to […]
Franchising, Opening Day Jitters, & Getting Over the Hump
Coming to a final form of agreement can undoubtedly be an arduous and complex task, but it is merely the beginning. The next step is actually to make your franchise “happen,” and the clock starts ticking towards your grand opening deadline date as soon as you sign your agreement (opening deadlines usually range from between […]
Are You Sure You’re Ready to Retire? Don’t Hand in Your Notice Early!
An employee who hands in their notice of intent to retire is likely to be held to its terms, even if they have second thoughts. English v Manulife Financial Corporation, a recent decision from the Ontario Superior Court of Justice, found that an employee who submitted her notice of intent to retire had created a binding […]
Franchise Agreement Red Flags — Part Two
You are considering becoming a franchisee and have come to the point where you have a franchise agreement in hand. In an earlier post, I pointed out a few franchise agreement red flags that prospective franchisees should note. Below you will find a few more to consider. Refurbishments Pay attention to how many times your […]