Incorporation 101
May 15, 2025 By Mark Mikulasik Business Law in Ontario: Incorporation and Corporate Governance Starting and running a business in Ontario can be a rewarding venture, but navigating the legal complexities involved is crucial for long-term success. Among the foundational aspects of establishing a business is deciding whether to incorporate. Incorporation and corporate governance can […]
Protecting Your Business Name in Ontario
April 15, 2025 By Mark Mikulasik Your business name is a critical asset—it represents your brand, reputation, and goodwill in the marketplace. In Ontario, protecting your business name involves more than just choosing a unique title; it requires legal steps to ensure that your name is safeguarded against misuse or infringement. Here’s what you need […]
Two Thumbs Up For Contracts
March 6, 2025 By Mark Mikulasik A while back, we wrote an article about a Saskatchewan case that interested us even though we are in Ontario. In Achter Land & Cattle Ltd. v South West Terminal Ltd., a judge of the King’s Bench (equivalent to the Superior Court in Ontario) ruled that a reply to […]
Lawsuits and the Correct Party to the Contract
February 13, 2025 By Mark Mikulasik It is important to know who you are doing business with. It is just as important to be clear which name you are doing business under. It is not unusual for several related corporations, partnerships or even individuals to bill themselves as “THE ABC GROUP”. This creates a risk […]
Leave To Appeal An Arbitration Award
January 30, 2025 By Mark Mikulasik Section 45(1) of the Arbitration Act, 1991 (the “Arbitration Act“) provides: 45(1) If the arbitration agreement does not deal with appeals on questions of law, a party may appeal an award to the court on a question of law with leave, which the court shall grant only if it is satisfied […]
Piercing The Corporate Veil Revisited
January 9, 2025 By Nick Melchiorre We have recently written an article on the test for “piercing the corporate veil” to find officers, directors or others personally responsible for the corporation’s fault. That article was based on a recent Ontario Court of Appeal decision. As discussed in that article, the test for piercing the corporate […]
Are Restrictive Covenants Enforceable in Ontario?
November 7, 2024 By Brian Babcock There was a lot of publicity when Ontario amended the Employment Standards Act to make certain restrictive covenants unenforceable. This has created some confusion, with people mistakenly believing that ALL restrictive covenants are unenforceable in court. To begin to understand this, we must first note that the ban only […]
Oral Evidence May Not Help You Win
November 5, 2024 By Mark Mikulasik We have talked about the advantages of putting a contract in writing. THE ISSUE You need to be aware that if you put the contract in writing, particularly if it deals with land, evidence of a witness (as opposed to written evidence) will not be admitted if it contradicts […]
Is That Non-Compete Enforceable?
October 15, 2024 By Nick Melchiorre Non-compete agreements are common in employment contracts and sales of businesses. They are not always enforceable. Public policy favours vigorous competition, to maintain a free market for goods or services. Non-compete agreements will only be enforced if the party who benefits from the agreement has a legitimate interest that […]
When Are Directors Personally Liable?
August 27, 2024 By Brian Babcock The general rule is that directors and officers of a corporation cannot be sued for the wrongful acts of the corporation. This is a corollary to the principle that corporations have their own legal identity, as if they are persons. Except corporations cannot think like people can, so the […]