Taking Shareholder Agreements Seriously
May 19, 2023 By Jonathon Clark If you incorporate your privately held business, your lawyer will probably advise both you and the other shareholders to enter into a unanimous shareholder agreement. This usually includes a buy-sell provision. Typically, our clients file away these documents and forget them, until one day, they pulled it out and […]
The Scope Of The Entire Agreement Clause
May 2, 2023 By Mark Mikulasik If you are a landlord and promise customer parking as part of convincing a prospective tenant to sign a lease, make sure that it is provided, even if not mentioned in the lease. Especially if it is not mentioned in the lease. THE ISSUE Otherwise, do not expect your […]
The Importance of Written Agreements in Oppression Remedy Cases
February 19, 2023 By Jonathon Clark We have written a number of articles on the oppression remedy so you may be thinking that there must be nothing left to say. THE ISSUE Except, we have yet to write about a case emphasizing the importance of written agreements in resolving the fallout of an oppression claim. […]
Taking Entire Agreement Clauses Seriously
January 7, 2023 By Mark Mikulasik Chances are that at some time you have signed a contract containing an “entire agreement” clause. Entire agreement clauses are found in all sorts of contracts ranging from residential real estate to multimillion dollar commercial transactions, typically found at or near the end of legal documents. Lawyers call this […]
What Is Your Objective?
December 30, 2022 By Brian Babcock If you, like many or most of our clients, are in business, you probably measure success by profit. However, there are always alternative measures that may apply. You may be more interested in growth at this moment than you are in immediate profit. You may be more concerned about […]
Saving The Value of Your Investment Is Not Oppression
December 30, 2022 By Brian Babcock We have written a series of articles about the oppression remedy as a solution to shareholder disputes in closely held private corporations, particularly where there is deadlock, fraud, or other causes of relationship breakdown making the continued relationship between the shareholders impossible. As we have written before, not every […]
The Law of Sleep
December 18, 2022 By Brian Babcock In Canada, and most of the world, laws influence everything that we do or are not supposed to do. Laws seem to be everywhere. You can Google “ the law of… [insert any word or phrase]” and be confident of getting many hits from serious to silly. THE ISSUE […]
The Business Judgment Rule and Arbitration
November 15, 2022 By Brian Babcock THE ISSUE Courts do not generally have jurisdiction to decide upon matters of business judgment. This is referred to as non-justiciability. Because an arbitration clause creates “private law” between the parties, a clear and specific clause awarding jurisdiction to an arbitrator over matters of business judgment may be enforceable. […]
A Matter of Interest
November 3, 2022 By Mark Mikulasik Not being paid for your goods or services costs you money. Either you are paying interest to borrow money as a result, you are losing the profit you could make off depositing or investing the money, or you are losing the enjoyment that you could gain spending the money. […]
Know Your Contracts
October 19, 2022 By Brian Babcock Whether you draft your own contracts, are reviewing custom contracts presented by another person, or are trying to use a standard form contract, trying to be your own lawyer is like trying to be your own brain surgeon. Law students spend an entire year on the theory and interpretation […]