Duties of Good Faith Versus Fiduciary Duties
September 5, 2023 By Brian Babcock We have previously discussed the meaning of “fiduciary” and the duties that a fiduciary may owe to the beneficiary of that duty. A fiduciary duty comes with several responsibilities, which may vary depending on the relationship. Because the law of fiduciary duties is still evolving, no single comprehensive list […]
Why Keeping Corporate Records Up To Date Is Good Business
August 21, 2023 By Mark Mikulasik If you control a small to medium-sized closely held private corporation and keep your corporate records up to date through annual minutes, declaration of dividends, waiver of audit requirements, and all required special resolutions, congratulations. THE ISSUE Unfortunately, at Weilers LLP, we are often retained by corporate clients to […]
It is Your Contract: Arbitration Clauses and Appeal Rights
August 14, 2023 By Nick Melchiorre Arbitration agreements are often overlooked in the drafting and negotiation of contracts. Sure, the agreement may contain an arbitration clause, but frequently, they are added by the lawyers and given little, if any, scrutiny by the parties. THE ISSUE As with any provision in your commercial contract, the arbitration […]
Punitive damages: Bigger is not Always Better
August 11, 2023 By Jonathon Clark We have written before about Punitive Damages. How much are they worth? In Canada, punitive damages are paid to Plaintiffs where the wrongdoer, in addition to causing actual (compensatory) damages, carried on in a way that was callous, highhanded, malicious or vindictive. They are further limited by the requirement […]
“Irrevocable” May Really Mean Irrevocable
June 15, 2023 By Mark Mikulasik If you sign an irrevocable direction to pay money to another person, or are the person subject to the direction to pay, you should take it seriously. THE ISSUE An irrevocable direction may create a contract between the person signing the direction and the beneficiary of the direction, and […]
Is It a Lease or a License?
June 6, 2023 By Mark Mikulasik A license is a form of contractual agreement such as an agreement which allows the use of property or of a portion of a property by the individual or business receiving the license. It differs from a lease in that a license does not give the same exclusivity of […]
More Corporate Fun And Games
May 29, 2023 By Nick Melchiorre If you end up in a dispute with your fellow shareholders in a closely held private corporation, it pays to be well behaved. We looked at that previously in the context of seeking an oppression remedy. THE ISSUE But what about an injunction to compel your fellow shareholder to […]
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. […]