About ArticlesThe below articles are published by the Business Law Section of the Ontario Bar Association. Members are encouraged to submit articles. About Articles

Editor: Crystal Park


Service Agreements: Common Contractual Errors

  • February 24, 2021
  • Anjana Bhaskaran, General Counsel, Box of Crayons, Inc.

There are nuances to be aware of when reviewing and negotiating a service agreement. These issues are important to address to ensure that the parties to the contract understand and agree to the nature and kind of services being provided thereunder. This article provides examples of common errors that are likely to be overlooked while reviewing and negotiating a service agreement and provides possible solutions to address problems that could arise.

Business Law, Student Forum

Recent SCC Decision on Pre-Incorporation Contracts Could Affect Ontario Not-for-Profits

  • February 20, 2021
  • Andreea Muth

A recent decision by the Supreme Court of Canada, involving a dispute over whether an agreement governing a parking facility had been adopted by a strata (condominium) corporation, provides a useful summary of basic contract principles applied in the context of a pre-incorporation contract. This decision is important for Ontario not-for-profit corporations and business corporations incorporated in Nova Scotia (even if they operate in Ontario).

Business Law, Charity and Not-For-Profit Law, Student Forum

Matthews v. Ocean Nutrition: Where Do Compensation Plans Go from Here?

  • November 19, 2020
  • Jacqueline Lund and Curtis Armstrong

This article, originally published on Practical Law Canada, reviews the October 2020 decision of the Supreme Court of Canada in Matthews v. Ocean Nutrition Canada Ltd. This case is now the leading Canadian decision on the enforceability of contractual limits to an employee’s right to wrongful dismissal damages for loss of incentive payments.

Business Law, Student Forum

Tran v. Bloorston Farms Ltd.: The Limitation of Foss v. Harbottle

  • November 19, 2020
  • Jackie Tmej

The rule in Foss v. Harbottle (1843), 67 E.R. 189 (U.K.H.L.) stipulates that a shareholder of a corporation does not have a personal cause of action for a wrong done to the corporation. The recent appeal by Bloorston Farms Ltd. of the ruling by the Superior Court of Justice in favour of Sang Thi Tran was dismissed by the Ontario Court of Appeal, which assessed the well-established rule in Foss v. Harbottle and its limitations and rationale.

Business Law, Student Forum

Sample Policies of a Sole Practitioner for Client and Staff Safety during the Pandemic

  • September 22, 2020
  • Kathleen Robichaud

Kathleen Robichaud is a sole practitioner practising in Manotick, Ontario. In this article, she describes her experience of trying to determine how to best look after her staff and clients amidst the COVID-19 pandemic, and provides a sample of useful policies that she has implemented at her office to ensure it is safe and comfortable for her visitors and employees.

Business Law, Student Forum

Business Restructuring During COVID-19: Estate Freezes

  • June 10, 2020
  • Nancy E. Claridge and Luis R. Chacin, Carters Professional Corporation

The COVID-19 pandemic has affected businesses tremendously. Many are feeling the effects of a significant drop in the market values of almost all asset classes, including real property and private equity. However, as this article explains, these lower asset values may provide a timely opportunity for companies to make fundamental changes to the corporate structure of their business through estate freezes.

Business Law, Student Forum

Price Gouging in a Pandemic – What Canadian provinces are doing to stop it

  • May 21, 2020
  • Denes Rothschild and Devin Persaud, Borden Ladner Gervais LLP

Traditionally, recourse under Canadian laws for excessive pricing was limited to provincial consumer protection legislation in a minority of provinces. More recently, however, concern about price gouging in the context of the COVID-19 outbreak has led to renewed interest in excessive pricing regulation and, in Canada’s most populous province, the introduction of new powers under emergency response legislation to address such conduct.

Business Law, Student Forum

Commercial and Contract Law Implications of the COVID-19 Pandemic

  • May 19, 2020
  • Wayne Gray, Practical Law Canada

Contracting parties are required to perform their agreed obligations. But what happens when an event takes place beyond the control of one of the contracting parties, such as the current COVID-19 pandemic, that renders a party unable to perform under the contract? This article provides an overview of contractual provisions and common law excuses that may excuse non-performance of a contract in such a situation.

Business Law, Student Forum

A Legal Counsel’s Observations on Work from Home Etiquette

  • April 27, 2020
  • KJ Chong, legal counsel, BroadGrain Commodities Inc.

A legal counsel shares her observations and suggestions about work from home etiquette, particularly as organizations ramp up work from home arrangements in the age of the COVID-19 pandemic.

Business Law, Canadian Corporate Counsel Association - Ontario Chapter, Student Forum

Up in the Air: Federal Government Approves First Air and Canadian North Merger Despite Report From the Competition Bureau

  • February 18, 2020
  • Subrata Bhattacharjee & Devin Persaud, Borden Ladner Gervais LLP

In July 2019, two northern Canadian airlines, First Air and Canadian North, announced that their respective owners had closed the merger of their two operations. The regulatory clearance of the deal under the review provisions of the Canada Transportation Act, despite a negative competitive effects report from the Commissioner of Competition, makes for an interesting case study into how the government weighs public interest issues against competition concerns in certain instances.

Business Law, Student Forum