When Do Royalty Rights Run with the Land?
July 23, 2022 By Mark Mikulasik A royalty interest in mining claims and leases may be an interest in land, unlike many other contracts affecting the rights of landowners. For historical reasons going back to feudal England, lawmakers have not wanted title to land to be tied up by contractual rights and obligations which may […]
What is a “Bare Trustee”?
July 10, 2022 By Brian Babcock A bare trustee is not a legal representative given property for the benefit of Yogi or even Boo Boo. A bare trustee is an important but often overlooked role in trusts law. THE TERM DEFINED A “bare trust” is described in the leading Ontario Court of Appeal case, Trident […]
Reasonableness Can be a Two-Way Street
July 5, 2022 By Mark Mikulasik When may a commercial landlord reasonably refuse to consent to the assignment of a lease? This issue was reviewed by the Ontario Court of Appeal in the decision of Tabriz Persian Cuisine Inc. v. Highrise Property Group Inc. THE CASE In this case, the tenant attempted to assign its […]
The Risks of Partnerships
June 27, 2022 By Mark Mikulasik Partnerships are popular forms of business organization in Canada. They can be simple to form, and more flexible than corporations, but have the advantage of shared adventure over a sole proprietorship. We may look at some of these advantages further in other articles, but this article is about some […]
Covid Leases and Force Majeure
June 20, 2022 By Brian Babcock Since the pandemic began, everybody involved in commercial real estate has been looking for some definitive guidance as to the effect of a force majeure clause in a lease upon the rights of the parties during the pandemic and as a result of the pandemic. The Ontario Court of […]
Taking Arbitration Clauses Seriously
May 13, 2022 By Brian Babcock Until now, arbitration clauses in your commercial contract have likely been one of those “boilerplate” provisions tucked away deep into the document, drafted by a lawyer but largely ignored by the clients. If you have not been giving the arbitration clause serious thought until now, it is time to […]
Not Every Good Cause is a Charitable Purpose
May 8, 2022 By Brian Babcock Charitable trusts are major exceptions to the rule that a trust must have a person or persons as beneficiaries. A charitable trust also receives favourable tax treatment, and is exempt from rules about accumulating income or holding property in perpetuity. We have discussed purpose trusts generally before, but a […]
Watch Out for Loose Connections
April 29, 2022 By Brian Babcock Lending agreements, and in particular guarantees, which come with their own subset of rules, need to be carefully drafted. Even sophisticated parties may find themselves in expensive and risky lawsuits if the language is not precise. Intercap Equity Inc. v. Bellman illustrates this risk and provides a degree of […]
What’s the Difference: The Oppression Remedy and Derivative Actions
April 15, 2022 By Brian Babcock We have written several recent articles about oppression remedies – a tool created by the Ontario Business Corporations Act which allows stakeholders in a corporation to claim relief for misconduct by the directing minds of the corporation which unfairly disregards their reasonable expectations, causing them harm personally. Oppression remedy actions […]
Nothing but the Facts: A Story About Interpreting Contracts
March 26, 2022 By Brian Babcock It is dangerous to fall in love with an attractive legal quotation and expect that it will decide your case in your favour. Most lawsuits are ninety per cent about the facts and only ten per cent about the law. That is a truism that I was taught many […]