Archive for the ‘Business Law’ Category

Corporate Transparency Register Changes on the Horizon for British Columbia

As of October 1, 2020, private companies in British Columbia have been required to comply with disclosure requirements regarding their company’s beneficial ownership and control with the purpose of increasing corporate transparency to end hidden ownership.

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Keith Inman Joins Board Of Directors Of VR Resources

Pushor Mitchell partner Keith Inman is pleased to announce that he has been appointed to the board of directors of VR Resources Ltd.

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Increasing Transparency Requirements For Federal Companies: Bill C-42’s Proposed Amendments

If you have a corporation governed by the Canada Business Corporations Act, there are proposed increased transparency requirements that you should be aware of.

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The Canadian Securities Exchange Makes Significant Changes To Its Policies

The Canadian Securities Exchange (the “CSE”) has adopted significant amendments to its policies, as well as additional clarity, which should prove useful to management of listed issuers.

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Pushor Mitchell Is Legal Counsel To ATHA Energy Corp. In Connection With Significant Acquisition Of Uranium Assets And Go-Public Event

Pushor Mitchell LLP acted as legal counsel to ATHA Energy Corp.

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Eligible Business Corporations and Venture Capital Corporations – What Are They?

The British Columbia Small Business Venture Capital Act creates two programs designed to encourage investment in early-stage companies in emerging industries in British Columbia: the Venture Capital Corporation program and the Eligible Business Corporation program.

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Federal Government Prohibits Non-Residents From Further Residential Purchases

The Prohibition on the Purchase of Residential Property by Non-Canadians Act, S.C. 2022, c. 10, s. 235 (the “Act”) was passed and came into effect on January 1, 2023.

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Update: Canada’s Foreign Home Buyer Ban & The New Federal Regulations

Further clarifications released for Canada's Foreign Home Buyer Ban and the Prohibition on the Purchase of Residential Property by Non-Canadians Act.

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Canada’s Foreign Home Buyer Ban Explained – How It Works, Who Will Be Affected, And What We Still Don’t Know.

Beginning January 1, 2023, the federal government’s Prohibition on the Purchase of Residential Property by Non-Canadians Act (the “Act”) will come into effect across Canada, resulting in what is being referred  to as the foreign home buyer ban.

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Amendments To The Canada Business Corporations Act Impact Public Companies

The Canada Business Corporations Act (“CBCA”) was amended effective August 31, 2022 to require shareholders of a public company governed by such legislation to vote “for” or “against” directors at annual meetings of shareholders.

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Planning On Selling Your Business? Prepare To Be Scrutinized!

Anyone who is contemplating selling their business should start the planning process early in order to maximize the value that a third party will pay.

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How can a Philanthropic Governance System help a Family Business?

Over 80% of businesses around the world are family-owned businesses. Specifically, Canada’s family businesses employ 4.7 million full-time employees, and the total annual sales of Canadian family businesses is $1.3 trillion.

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BC’s New Land Owner Transparency Registry – What Do You Have To Do To Comply?

There is a new publicly searchable registry in British Columbia – the Land Owner Transparency Registry. This Registry has been around for almost a year, but there is an upcoming deadline.

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Oral Contracts and Agency: Working out Who Owes What

For a host of reasons, folks often enter contracts through verbal agreement either not fully appreciating that they are entering into a binding contractual relationship or because one or more parties has refused to agree to reduce the contract to writing.

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Definitive Authority on Derivative Actions in BC

Intra-company disputes often involve two broad categories of remedies: oppression: where a minority shareholder claims they are being disadvantaged by the majority in some fashion and seek to have the court exercise its broad statutory discretion to correct the issue; and derivative actions: where a shareholder or director seeks to have the court compel a […]

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They Used my Money to Buy that Property. Can’t Encumber it?

It is a common question: when you lend someone money, they use that money to purchase land and the money is not paid back, can you somehow secure repayment by encumbering title to the land?

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B.C.’s Home Owner Grant Centralization

The B.C. government is taking over the running of the provincial homeowner grant from municipalities.

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The Supreme Court of Canada Releases a Pair of Decisions on The Duty of Honest Contractual Performance, Good Faith and the Proper Exercise of Contractual Discretion

In 2014, the Supreme Court of Canada in Bhasin v. Hrynew affirmed the existence of a duty of honest contractual performance.

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Practical Application of the Protection of Public Participation Act

In my earlier article, Defamation, the Protection of Public Participation Act and Strategic Lawsuits Against Public Participation, I wrote about the Protection of Public Participation Act (the “PPPA”), a piece of legislation aimed at combating strategy lawsuits against public participation (“SLAPPs”).

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Time to Sue: COVID-19 Accommodations Ending

As discussed in my previous article, COVID-19, Builders Liens and Limitation Periods, since March 26, 2020, limitation periods in BC were suspended. This suspension was listed as of April 15, 2020 for builders lien issues.

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Builders Liens: Abuse of Process, 21-Day Notices and Strict Compliance

As discussed in my previous articles, the Builders Lien Act creates extraordinary remedies and, as such, requires extraordinary attention be paid to complying with its requirements.

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Another Disclosure Now Required in British Columbia: The Land Owner Transparency Registry

Corporate interest holders in British Columbia are now likely familiar with the recently introduced disclosure requirements implemented by the province for companies.

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Time to Build! Considerations for Residential Construction Contracts (for Both Builders and Landowners)

Over the past few months there has been a substantial increase in real estate activity.

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Non-Competition Agreements in Business Transactions

When looking a buying a business, buyers will often request that the sellers refrain from competing with the business for a period of time after completion of the sale.

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Employment Considerations When Buying or Selling a Business

Employees can be an organization’s greatest asset but also – in the circumstances of a corporate transaction – its greatest liability.

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Contract Law Largely Explored in One Case

Often times parties to a contract have a less than clear understanding of many of the principles of contractual law.

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COVID-19 and Employment Contracts

COVID-19 has posed great challenges for employers who are facing an interruption, modification, or perhaps even a closure of their businesses.

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BC Business Corporations Act Allows for New “Benefit Companies”: A Benefit for More Than Just the Shareholder

Recent changes under the Business Corporations Act (British Columbia) as of June 30, 2020 have resulted in the formation of a new type of company know as a “benefit company”.

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Inform your Insurer of Material Changes in Risk or You Could Lose Coverage

On January 21, 2014, Mr. and Ms. Schellenberg suffered losses when a building on their property was damaged by a fire.

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Failing to Commit a Contract of Purchase of Sale for Real Property to Writing: A Potential Incurable Mistake

As was discussed in my previous article, Property, Parties, Price – How Far the Court Will Go to Insert the 3 P’s of Real Estate into a Contract, it is critical that parties to a contract of purchase and sale for real property take the time to properly document the terms of their contract.

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Layoffs, Recalls and Terminations – The Aftermath of COVID-19

On March 17, 2020, Dr. Bonnie Henry, B.C.’s Provincial Health Officer, declared a public health emergency.  The following day, March 18, 2020, Mike Farnworth, Minister of Public Safety and Solicitor General, declared a provincial state of emergency to support a province wide response to the COVID-19 pandemic.  This signaled the closing of many BC business and the resulting layoff of employees.

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Construction Estimates and Failure to Agree on Contract Pricing

As the court observed in its recent decision, All Out Contracting Ltd. v Gourlay, 2020 BCSC 481 (CanLII) (“All Out”), construction work begins before the owner(s) and contractor properly define their contractual relationship, if they ever do so

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Reopening and Returning – The Move from Lockdown to Baby Steps

As you are no doubt aware, we are in Phase 2 of BC’s restart plan.

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Returning to Safe Operation

The BC Government has announced its phased approach to reopening businesses.  The BC Government has partnered with WorkSafeBC to develop resources and general guides to assist in the transition from virus-related lockdown to carefully restarting social and commercial life.

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Returning to Work and Reopening Your Business in the Wake of COVID-19

Unprecedented times have called for unprecedented measures. Now, we see a flicker of light at the end of tunnel as BC has released its plan for easing the restrictions.

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Update – New Disclosure Requirements for all British Columbia Companies

In our March edition of our Legal Alert, I wrote about the new disclosure requirements for BC companies to provide information regarding their beneficial ownership and control.

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New Filing Deadline for Federal Corporations’ Annual Returns

All British Columbia and federal corporations in Canada are required to complete annual filings with their respective corporate registry.

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British Columbia Corporations and Societies May Hold Virtual Meetings During COVID-19

I have received numerous questions from clients worried about how and when to hold their annual general meetings.

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COVID-19 is Ruining my Business – What Do I Do?

Though these are challenging times for business owners, Pushor Mitchell’s lawyers are here to help. We strive to offer you suggestions and practical legal advice to keep you on track.

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New Disclosure Requirements for all British Columbia Companies

As part of a multinational commitment to end hidden ownership of companies, there are new requirements under the Business Corporations Act (British Columbia) (the “Act”) regarding beneficial ownership and control of companies which comes into effect May 1, 2020.

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Pre-Judgment Garnishment: A Powerful but Exacting Tool

Pre-judgment garnishment is a powerful remedy that allows a creditor to secure their claims by garnishing funds owed to a debtor and holding them in court pending a further order or agreement of the parties.

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Can a Home Inspector Limit Their Liability?

When would-be homeowners obtain home inspections, they place a great deal of reliance on the inspection report they receive.

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COVID-19 Issues: Frustration, Subject-To Clauses and Contracts of Purchase and Sale

COVID-19 has resulted in a number of issues which put the performance of purchase contracts for real property at risk.

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Practical Legal Advice and COVID-19: Relying on Force Majeure Clauses or the Doctrine of Frustration

Until COVID-19, many business people had not heard about or given much consideration to force majeure clauses in their business contracts.

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Defamation, the Protection of Public Participation Act and Strategic Lawsuits Against Public Participation

On March 25, 2019, the Protection of Public Participation Act was assented to bringing into force legislation aimed at combating strategy lawsuits against public participation.

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When A Debtor Puts Assets Out of Reach: Use of Fraudulent Conveyance Proceedings to Recover Debts

Getting a judgment isn’t the only challenging aspect of a legal dispute; collecting on a judgment can present a whole new set of challenges.

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Do You Have a Company Incorporated Under the Canada Business Corporations Act? If so, You Have New Disclosure Requirements

As you may be aware, as part of a multinational initiative to combat money laundering and tax evasion, there are new requirements under the Canada Business Corporations Act regarding beneficial ownership of federal corporations.

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Co-Ownership of Real Property: Sort It Out or Risk Having It Sold

There are innumerable reasons that parties may find themselves co-owning real property with friends, family or business partners and just as many reasons why that co-ownership relationship may turn sour.

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Extras, Delays and Completion Dates in Construction Disputes

In even the most well-thought out construction contracts, there is almost always the need for parties to deviate in some way from the timelines and scope of work.

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Assignment of a Contract of Purchase and Sale: Get it in Writing

While a contract can be formed by any combination of communications and oral and verbal agreements, it remains the most prudent course of action to reduce a contract to writing to avoid any ambiguities about what has or has not been agreed to.

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Bad Investing Advice and Promissory Notes: When Can you Sue and Why

“If it’s too good to be true, it probably is.”

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Breach of Contract and Repudiation: Affirm or Accept the Repudiation, Not Both

One of the more difficult issues in contractual disputes is sorting out what rights and obligations continue to exist when a party to a contract breaches the terms of the contract.

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Discharging a Builders’ Lien on Posting of Security: How Much is Enough?

When a builders’ lien is filed, it can cause all manner of disruptions to financial, contractual and business relations

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Builders Liens: The Consequences of Less than Strict Compliance

In my previous article, Builders Liens: Strict Compliance or Lose Your Lien, I explored how a family company lost its lien rights by making the mistake of pursuing its lien in the name of its principal rather than the company.

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Meeting of the Minds – When A Contract Is Or Is Not Formed

In a number of previous articles, I have explored some of the difficulties encountered where parties fail to properly set out the contractual terms that dictate the rights and responsibilities between them.

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Promissory Notes and Settlement Agreements – Commit Agreements to Writing

Often times parties will turn to friends, family, acquaintances or business relations to seek funds to borrow rather than a bank or other lending institution.

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The Importance of Spelling Out What Is or Isn’t in a Contract

One of the most frequent mistakes people make in entering contracts is in making incorrect assumptions about what is or is not included in a contract.

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Enforcing a Settlement Agreement: Naming the Right Parties

As discussed in a previous article, settlement agreements are effectively contracts which can be enforced through legal action and replace whatever legal, contractual or equitable rights were involved in the fight that preceded settlement.

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Contractual Terms by Convention: When Parties Fail to Explicitly Set Contractual Terms

One of the frequent issues encountered in contractual litigation is parties failing to negotiate and set to writing the contractual obligations that exist between them.

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Contracts of Purchase and Sale: Removing Subjects

Most people familiar with the purchase and sale of real property are familiar with subject to clauses, the full legal significance of such clauses can be a source of confusion.

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Proprietary Estoppel, Land Use and Oppression

The recent case of Dalpadado v North Bend Land Society.

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What One Has Earned – Courts Impose Compensation Where Parties Fail to Solidify a Contract

Often times, parties will get to the edge of entering into contractual relations, but miss the steps required to form a contractual agreement.

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Public Bidding, Exclusion Clauses and Public Policy Concerns: Contracting Out of Liability for a Flawed Bidding Process

As discussed in my previous article, Invitations to Tender: Why it is Important Both Bidders and Solicitors to Follow Proper Process, the solicitation of bids for public projects must follow a fair and transparent process.

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Fiduciary Duties to a Corporation: Will the Court Extend the Duty to Third Parties?

A fiduciary relationship is a relationship in which one party places distinct trust, confidence and dependence on another.

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Invitations to Tender: Why it is Important Both Bidders and Solicitors to Follow Proper Process

Government and non-government actors that solicit bids for contractors for management or construction projects must follow a fair and transparent process for doing so.

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Commercial Leasing: Insurance for Landlords

Insurance is an important tool allowing landlords and tenants to allocate risk in a commercial lease. Here are some recommendations:

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When a Party Breaches a Settlement Agreement: Being Made Whole

Settlement agreements that conclude litigation are often reached once the parties have gotten to a point of a loss of faith in one another or a complete breakdown in whatever relationship they may have enjoyed pre-litigation.

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The Risks of Complaining on Social Media: When Airing Grievances Attracts Damages

The intersection of defamation and social media remains a minefield and social media users are well-advised to treat social media posts no differently from any other form of publication.

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Commercial Financing: Common Security Types

The purpose of security in a commercial financing transaction is to give the lender comfort (or security) that the lender will have access to assets if the borrower fails to meet its repayment commitments.

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When Liability Waivers Are Upheld

In the recent decision of Alton v Lower Mainland Motocross Club, the court ultimately determined to uphold a liability waiver and the decision reiterates the law applying to liability waivers.

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Minimum Wage to Increase by 34% over Four Years

Premier John Horgan recently announced that the minimum wage rate in British Columbia will rise to $15 per hour by 2021

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Owners Associations: Transition to Societies Act Deadline in 2018

All owners associations must file Societies Act transition paperwork by November 2018.

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Time is of the Essence: When Late is No Better Than Never

Contracts for the purchase and sale of real property and many other commercial contracts contain a clause that says in respect of certain or all contractual obligations that “time is of the essence.”

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Piercing the Corporate Veil in Construction: When Work is So Bad it Amounts to Fraud

It can be frustrating for homeowners dealing with inadequate contractors that the controlling mind/primary owner of the company can hide behind their corporation to avoid personal liability.

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Posting Security to Discharge a Builders Lien

A builders lien can be an effective, powerful and inexpensive tool for helping unpaid contractors, subcontractors, suppliers receive payment for their materials and services.

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New Societies Act – November 28, 2016

Effective November 28, 2016, the new Societies Act comes into force and governs how societies are formed and operate in British Columbia.

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Save the Date – The New Societies Act

Save the Date because on November 28, 2016 the re-vamped Societies Act will come into effect.

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The Law on Fiduciary Duty and Conflict of Interest

In this article we will briefly examine a situation in which a director sits on two different, but industry-related, boards.

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Owners Associations: New Societies Act Coming November 2016

The BC Government has passed a new Societies Act, which is expected to be brought into force in November of 2016.

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Bill 24 – 2015: Societies Act

On May 14, 2015, Bill 24 - 2015: Societies Act (the “Societies Act”), received Royal Assent.

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Why Have a Shareholders’ Agreement?

So you’ve incorporated a company in which you and your fellow founders own shares. Business is booming and things are going great, but they may not stay that way forever.

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Know Your Exposure: Joint and Several Liability Explained

The legal concept of “joint and several liability” confuses many people. As the name suggests, where “joint and several liability” applies, liability is both...

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Buying An Existing Business

For those looking to get into business, starting from scratch is not always the best option.

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Major Capital Funding for New Licensed Child Care Spaces

Looking to set up a new child care facility? The BC Government recently introduced a new program called “Child Care Major Capital Funding” for the creation of new licensed child care spaces.

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Regulating Agri-Tourism and Farm Retail Sales in the Agriculture Land Reserve

The B.C. Ministry of Agriculture has prepared a discussion paper to seek input into a draft Minister's Bylaw Standard to assist local government bylaw development.

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Be Careful of Predatory Financial Advice

Most financial advisors provide exactly the kind of service you would expect: they provide you options for investing your money and inform you of the risks and rewards involved with choosing an investment vehicle or personal financial restructuring.

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Trade Name vs. Trade-Mark – What’s the Difference?

Many people confuse trade names and trade-marks and think they acquire trade-mark rights by virtue of having a trade name.

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Choosing a Business Structure

One of the earliest legal decisions founders of a new enterprise must make is one which has repercussions throughout the lifetime of the business. That decision is known as the choice of entity. When it comes to choosing a business structure, there is no such thing as “one-size-fits-all”. As such, lawyers and their clients must […]

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Federally Incorporated Not-for-Profit Organizations Must Take Action by October 17, 2014

A not-for-profit organization in Canada that wishes to incorporate can choose to incorporate provincially/territorially (under the legislation of a specific province or territory), or federally (under Canadian federal legislation). There are reasons to choose one form over another and we will discuss those benefits in a later article. In this article, we will focus on […]

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Why Paying for Timely Legal Advice Saves you Money in the Long Run

There is an old saying that an ounce of prevention is worth a pound of cure. This is almost never truer than when it comes to getting timely and competent legal advice. Very often people find themselves seeking the assistance of a litigator because at the beginning of a transaction or when a person became […]

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Acting for Swankies Gourmet Hot Dogs to help them establish franchises in Canada and internationally.  We are also assisting Swankies with trademark applications.  Swankies’ first location is in Kelowna, but the gourmet hot dog restaurant is quickly expanding.Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law. 

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Acted for large northern BC timber product manufacturer in negotiating and finalizing agreements with an international lumber company. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law 

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Trade Name vs. Trade-Mark – What’s the Difference?

Many people confuse trade names and trade-marks and think they acquire trade-mark rights by virtue of having a trade name.

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Ask A Lawyer – I Have A Successful Business. Can I Sell Franchises?

I am often asked “can I sell franchises?”.  The short answer is “yes”.  However, a potential franchisor needs to consider what is involved in franchising. 

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Interesting Cases/Transactions – From Our Business Law Group

From Our Business Law Group – Acting as counsel for various parties in the fruit growing and wine industries, including land owners, wineries, fruit processing, marketing and packing facilities. Find out more about our Business Law Group:  www.pushormitchell.com/service/business-law

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Interesting Transactions From Our Business Law Group – Assisted Golf Courses And Ski Resorts With Their Financings

From Our Business Law Group – Assisted area golf courses and ski resorts with their financings. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law 

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Represented a major bank providing financing to various car dealerships throughout British Columbia, including preparing all necessary security documents.  The loans ranged in amount from $2,000,000 to $15,000,000.Find out more about our Business Law Group: www.pushormitchell.com/service/business-law  

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Represented a Canadian mining company in the sale of its interests to a public American mining company.Find out more about our Business Law Group: www.pushormitchell.com/service/business-law

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Act as corporate counsel for a Western Canadian oil and gas company with projects across British Columbia, Albert and Saskatchewan. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Cases / Transactions – From Our Business Law Group

From Our Business Law Group – Act as corporate and franchise counsel for national retail franchisor with over 200 franchise locations across Canada. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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