What is a Fiduciary?
March 26, 2022 By Brian Babcock “What is a fiduciary?” is even harder to answer than “What is a Trust?”. In the case of both related concepts, there is no single definition that is generally accepted. Instead, we are given descriptions, examples, or tests to determine whether one exists. Unlike trusts, which have been recognized […]
“What Does That Mean?”
March 18, 2022 By Brian Babcock Never hesitate to ask someone who wants you to sign a contract what the terms actually mean – even if it is your own lawyer or realtor. Understanding what you are signing is important not only because you are assumed to have understood and agreed, but your questions might […]
Drafting a Privacy Policy: What You Need to Know
March 16, 2022 By Mark Lahn Each year, more businesses are leveraging a variety of tools to collect and store personal information about their customers. In light of the increasing prevalence of data breaches, how and why a business collects personally identifiable information is becoming more important. In this article, we discuss frequently asked questions […]
What’s in a Name? A Business Name that is…
January 24, 2022 By Mark Mikulasik In Ontario, any person or corporation carrying on business under any name other than their own name is required to resister that name under the Business Names Act. This makes sense. It should be easy to know who you are doing business with. In addition to registration, you are […]
Notice Required Before Asset Seizure
November 29, 2021 By Brian Babcock Secured creditors must give notice before seizing the assets of the debtor. This principle was reaffirmed by the Ontario Court of Appeal in 1758704 Ontario Inc. v. Priest. The dispute arose from as asset purchase, under which the purchase price was paid by a promissory note secured by a […]
The Priority of Priming Charges Under The CCAA
October 31, 2021 By Brian Babcock A judge supervising an insolvency may, in some situations under the Companies Creditors Arrangements Act (CCAA) order that “priming charges” have the effect of giving priority to freshly advanced credit over debts incurred before the insolvency, including those of secured creditors, and the so-called deemed trust under the Income Tax […]
When the Contract is Silent about the Ending
October 31, 2021 By Brian Babcock When do your obligations under a contract end? Most contracts provide a specific date as a deadline for performance. Others end when the outcome – the service or delivery of goods – is finished. Occasionally, however, we encounter a contract that does not provide clearly for the obligations to […]
The Oppression Remedy and Mutual Falling Outs
October 22, 2021 By Brian Babcock The oppression remedy is NOT the solution to all corporate deadlock involving closely held private corporations. It is only available for conduct which is unfairly prejudicial to or unfairly disregards the interests of the other shareholder. It is not a good option to resolve mutual falling out situations. You […]
The Oppression Remedy and Marriage Breakdown
September 22, 2021 By Brian Babcock For many people, going into business with their spouse is a dream – who better as a business partner than your life partner? But what happens when that dream becomes a nightmare? According to the case of Fuentes v. Camino Construction, the oppression remedy under the Ontario Business Corporations […]
Watch Your Lease Renewal Dates
August 23, 2021 By Brian Babcock The Ontario Court of Appeal has given the duty of good faith in performing contracts a narrow reading, refusing to apply it to grant relief from forfeiture in a situation where a commercial tenant was outside the agreed dates for attempting to renew its lease. The case involved a […]