Articles 2019

Recent developments in franchise law are highlighted in two recent and notable cases that provide insights into the complexities of franchise agreements and the legal principles governing them. Together the cases address significant issues such as breach of contract, the application of constructive trusts, the duty of good faith, and the interpretation of franchise agreements, reflecting the evolving nature of franchise law in Canada.

This article summarizes and reviews Saskatchewan's Bill 149 The Franchise Disclosure Act, which was introduced in the Legislative Assembly of Saskatchewan on November 9, 2023 and underwent its second reading on March 4, 2024. The author points out some notable features of the Bill in relation to the enacted franchise legislation in other provinces of Canada.

This article considers the so-called "resale exemption" from the requirement in Ontario's Arthur Wishart Act (Franchise Disclosure) that the franchisor make disclosure to a prospective franchisee. After examining the leading judicial cases relating to the resale exemption, the author demonstrates that the scope of the exemption is construed narrowly.

The threat of vicarious liability in tort and over a franchisee’s employees is one of the most important, and potentially costly, concerns for franchisors. The article discusses recent changes in the U.S. law that are impacting franchisors, and the potential impacts in Canada.

This article summarizes the outcome of plaintiff's and defendant's motions in the ongoing Ontario Superior Court of Justice case titled Tripsetter Inc. v 2161907 Alberta Ltd. 2023 ONSC. A central issue in this case is the question of whether Tripsetter was a franchisee of the defendant, and able to avail itself of remedies provided by the Arthur Wishart Act (Franchise Disclosure), 2000, S.O. 2000, c. 3, or was merely a licensee.

This article examines how the mitigation doctrine applies in franchise disputes. After identifying the rationales for mitigation, consideration is given to the circumstances under which franchisees and franchisors have a duty to mitigate, and circumstances where they do not. Both franchisees and franchisors should mitigate damages resulting from a breach of the franchise agreement; however, franchisees are not under a duty to mitigate their damages after rescission of the franchise agreement.

In this interview with ChatGPT, an AI language model trained by OpenAI, we explore the role of AI in Canadian franchise law. ChatGPT tells us what it knows about franchise law and practice. We also discuss the potential benefits and risks of using AI in legal practice, and how lawyers can best utilize ChatGPT. Finally, we get a glimpse of ChatGPT's sense of humour when it's asked to name this article.

In this trial decision, the Court considers whether asking a franchisee to sign a new franchise agreement amounts to a "grant" of a franchise, such that a franchisor cannot rely on the Wishart Act's disclosure exemption provisions. The Court also weighs in on the impact that unsubstantiated fraud, perjury, and collusion allegations, and the needless lengthening of trial time, will have on trial costs.

This trial decision trio of rescission cases provides new insights into the law around disclosure exemptions, the effect of having prospective franchisees sign a "generic" franchise agreement, addresses whether a franchisee can rescind a previously terminated franchise agreement, and discusses the law around franchisor's associates.

We've read and summarized all 864 paragraphs of the Spina v. Shoppers Drug Mart decision so that you don't have to! Learn the four key takeaways that every franchise lawyer should know from one of Canada's longest-running franchise class actions.