Introduction International lis alibi pendens (“lis pendens”) applies to proceedings in two different jurisdictions that involve the same cause of action between the same parties. A party in such a situation may contest the jurisdiction of the second seized court thereby causing the court to halt the proceedings before it. The purpose behind lis pendens [...]
Hugues Boisvert, Founder & CEO, Business Lawyer Claudia Lach, Summer Student Are you considering stepping out of the dental industry after many long years of practice? Or are you looking to purchase an established dental practice with lifelong clients to jump start your dental career? If so, there are many things that you should consider [...]
If you are purchasing shares in a company, or if you are already a shareholder and are considering implementing a shareholders’ agreement to govern your company, one of the most important provisions you will want to consider is the buy-sell or “shotgun” clause. A shotgun clause provides an important lever to be used in the [...]
Choosing whether or not to incorporate your company is an important decision that can have far-reaching consequences for you and your business. There are a number of benefits to incorporation and ultimately, once a company has reached a certain stage of its lifecycle, it does makes sense to incorporate. However, if you rush into incorporation […]
A fundamental role of many contracts is to set out the terms and conditions on which an ongoing relationship between two parties will be governed. For instance, this is the case in contracts between lenders and borrowers, suppliers and distributors, and even employees and employers. It is very common, at one point or another in […]
The rights and obligations attaching to different types of shares in Canada is the source of a great deal of confusion. Much of this stems from the fact that Canadian and US securities laws are quite different, and much of the knowledge about securities law generally (online and elsewhere) relates to US laws, which is […]
Often, when obtaining a loan from a bank or other lender, the lender will insist on taking “security” and “registering a lien” under the Personal Property Security Act (Ontario), or “PPSA”. These terms can be very confusing as they are often misused or confused with other concepts, even by the persons and companies that are […]
We have written before about the benefits and drawbacks of incorporating versus doing business as a sole practitioner. But in certain industries, the choice is not quite as simple as that. For specific professionals operating in regulated industries, such as doctors, dentists, veterinarians, lawyers, architects, engineers and accountants, incorporation can only be accomplished through a […]
As lawyers we are often approached by clients who are hoping to grow and expand their business in one way or another. Among the first things we ask is to obtain a copy of the articles of incorporation, by-laws and any other relevant documents of the client’s company. These documents give us an idea of […]
Hugues Boisvert, Business Lawyer Brian Benford, Legal Intern Introduction Corporations Canada is considering a proposal to amend the Canada Business Corporations Act (“CBCA”), Canada Cooperatives Act (“Coop Act”), and the Canada Not-for-Profit Corporations Act (“NFPA”). The proposed changes will affect the service filing fees for online and non-online filings, which are described as anything other […]
It has almost become common knowledge that restrictive covenants are not looked-upon kindly by the courts and tend not to be valid or enforceable. Courts consider it contrary to public policy to enforce restrictive covenants because they put an improper restraint on business. But, not all restrictive covenants are created (or treated) equally. Depending on […]
A franchise disclosure document and the franchise agreement are the backbone of the franchising relationship between the owner of the franchise (franchisor) and the potential buyer of the franchise (franchisee). The franchise disclosure document is a legally required document that the franchisor must provide to the prospective franchisee before the signing of the franchise agreement. […]
Searching for a new employee can be a long process. But it doesn’t stop once the employer has found the perfect candidate. Once the employer has decided to hire, the next step should include getting the new employee to sign a written employment contract. A written employment contract is important because it safeguards employers from […]
When entering a business negotiation, remember to discuss non-disclosure agreements (NDAs). An NDA, also known as a confidentiality agreement, is a legal obligation preventing parties from sharing information exchanged. A properly drafted NDA is a valuable tool to business owners because it protects sensitive information. If one party shares the information to the public, the […]
Consider this scenario: Your company, BestDesignCorp (“BDC”), is hired by WeAdvertiseCorp (“WAC”) to come up with a design for their upcoming advertising campaign. WAC will pay you in installments upon certain milestones being achieved. BDC gets paid $25,000 after delivering a preliminary design to WAC, which is calculated as 25% of the total work being […]
In an ideal world, every person you lend money to will pay you back and every customer/client will pay you for your services. Unfortunately, we do not live in that world and people, for a variety of reasons, sometimes refuse to pay their debt and/or disagree with the amount owed. In these situations, most businesses […]
Consider this scenario Joe has successfully built his software company from the ground up and is now thinking of retiring to a beautiful coast in Italy. Word of this gets around and Joe receives calls from people asking him to sell his company. Joe decides that the time is right to sell the company and […]
March 31 2016 Hugues Boisvert Founder & CEO, Business Lawyer If you are looking to get involved in the franchise business in Ontario, you need to be aware of the Arthur Wishart Act. Specifically, if you are looking to sell or buy a franchise, the disclosure requirements outlined in the Act will be of interest to you. […]
March 31 2016 Hugues Boisvert Founder & CEO, Business Lawyer When leasing a space for your commercial endeavours, the term “lease” is often mistakenly understood to mean all agreements that have to do with the lease. However, there are three main agreements that you should take into consideration that play a role during different stages from the […]
August 10 2015 Hugues Boisvert Founder & CEO, Business Lawyer Maybe you want to buy a business or maybe you want to sell one. There are two common ways through which a business can be bought or sold: sale of assets or sale of shares. In this article, we will discuss the difference between those two common […]
July 15 2015 Hugues Boisvert Founder & CEO, Business Lawyer It is not often that people enter into a marriage already thinking about the divorce. However, prenuptial agreements exist as a safety measure and to prepare for the final outcome prior to a potential dispute. Further, the best time to enter into such an agreement is in […]
July 3 2015 Hugues Boisvert Founder&CEO, Business Lawyer The concept is simple—if you sell shares of a qualifying corporation for a profit, the first $800,000 of your gain on a lifetime basis can be received on a tax-free basis ($813,600 for 2015 tax year). As usual, under the Income Tax Act, the rules are complicated and it […]
June 30 2015 Hugues Boisvert Founder & CEO, Business Lawyer Acquisitions are very common today: one business – usually a corporation – takes over or buys out another business and takes its place in the market. As a new owner, an important question to consider is whether you are responsible for any outstanding liabilities such as debt […]