Imperfections

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).

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.

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.

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.

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.

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.

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.

Lawyers should be aware of the risks of conducting work from personal electronic devices or accounts, as a number of recent court decisions have demonstrated that executives and advisors may be compelled to produce such communications in the event of a dispute or litigation.

The Ontario Business Corporations Act requires corporations to maintain an updated register of the corporation’s ownership interest in land in Ontario at its registered office. This article discusses the information that must be identified in the register and possible penalties of non-compliance with this requirement.

Cryptocurrencies have gained considerable momentum in Canada and may ultimately mature into a mainstream asset class.3 Accordingly, policymakers ought to consider the implications of Bitcoin and other cryptocurrencies on the Canadian insolvency regime. There is no Canadian jurisprudence or guiding principles dealing directly with cryptocurrencies. However, this paper examines recent American case law, and highlights some of the key issues relevant to insolvency law in Canada.