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 […]
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 […]