Articles - Focus on Franchising

About Articles The following articles are published by the Franchise Law Section of the Ontario Bar Association. Members are encouraged to submit articles. About Articles

Editor: Stephanie Sugar

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Franchisor's Associates

  • March 13, 2019
  • Jonathan Mesiano-Crookston (Goldman Hine LLP), Debi Sutin (Gowling WLG) and Maryam Shahidi (Goldman Hine LLP)

The concept of the “franchisor’s associate” is one of the vaguest concepts under Ontario franchise legislation and one of the most perilous for individuals offering franchises.

Franchise Law, Student Forum

Maintaining Equilibrium: The Supreme Court Defines the Boundaries of Good Faith

  • February 04, 2019
  • Colin Pendrith, Cassels Brock & Blackwell LLP

In the recent decision of Churchill Falls (Labrador) Corp. v. Hydro Québec, the Supreme Court of Canada considered the scope of the duty of good faith to re-write a contract, touching upon the heightened duty that can exist in “relational contracts”, such as franchise agreements.

Franchise Law, Student Forum

A Word of Warning to Franchisors: ADR Provisions May Postpone the Limitation Period for Rescission

  • January 13, 2019
  • W. Brad Hanna, Andrae J. Marrocco, Adriana Rudensky, Mitch Koczerginski, Lauren Ray

In PQ Licensing S.A. v. LPQ Central Canada Inc., the Ontario Court of Appeal considered whether the mandatory mediation process prescribed by a franchise agreement impacted the limitation period applicable to a franchisee’s rescission claim.  The Court found that the franchisee’s claim for rescission was not barred even though the franchisee had delivered its notice of rescission nearly a decade prior.

Franchise Law, Student Forum

A Lesson in Limitation Periods

  • July 12, 2018
  • Shaun Laubman, Lax O'Sullivan Lisus Gottlieb LLP

Examining the application of the standard two-year limitation period in the context of mandatory alternative dispute resolution provisions often found in franchise agreements, with reference to the relatively recent decision, PQ Licensing S.A. v. LPQ Central Canada Inc., 2018 ONCA 331.

Franchise Law, Student Forum

ONTARIO COURT OF APPEAL SUMMARIES (APRIL 2- APRIL 6)

  • April 08, 2018
  • John Polyzogopoulos

Topics covered this week included franchise law and rescission, liability for wrongful patent enforcement, the duty to defend in the MVA context, family law (custody and access and breach of court orders), securities class actions, and mortgage enforcement. John Polyzogopoulos

Civil Litigation, Family Law, Franchise Law and 4 more..., Information Technology and Intellectual Property Law, Insurance Law, International Law, Real Property Law

The Danger of the Accidental Franchise

  • January 10, 2018
  • Chuck Merovitz and Kelli-Anne Day

The statutory definition of "franchise" is expansive and leaves significant room for interpretation. This article examines the various elements of the definition and comments upon the importance of being able to distinguish a franchise from other unregulated business relationships.

Franchise Law

Subway Not Liable for Defective Sandwich

  • September 06, 2017
  • Jeffrey Hoffman

What do you do when your franchisor client has been improperly named in litigation that should have been commenced against the franchisee? This article discusses a practical approach to the problem, with reference to a recent British Columbia decision involving Subway Franchise Restaurants of Canada Ltd.

Franchise Law

Ontario Court Revisits Disclosure of Leases in Recent Decision

  • June 13, 2017
  • Pam Vermeersch

In a relatively recent decision, 2212886 Ontario Inc. v. Obsidian Group Inc., the Ontario Superior Court of Justice found that a franchisee of the Crabby Joe's system was entitled to rescind its franchise agreement due to "significant and material" omissions in the franchisor's disclosure document. Interestingly, the absence of a copy of the head lease for the business premises did not form a basis for rescission, in the court's view.

Franchise Law

Mendoza v. Active Tire & Auto Centre Inc. - The Role of an "Informed Decision" in Rescission

  • April 10, 2017
  • Gillian Scott and Stephanie Henry

A recent decision of the Ontario Superior Court of Justice adopts a new approach to evaluating a claim for rescission under section 6(2) of the Arthur Wishart Act, (Franchise Disclosure), 2000 (SO 2000, c 3). Instead of considering whether the franchisor’s disclosure was materially deficient, thereby amounting to no disclosure at all, this recent decision looks to whether the franchisee made an “informed decision” on the basis of the disclosure provided.

Franchise Law