October 18, 2021

Commercial Tenancies: Termination or Distraint?

Denis Grigoras

Denis is a lawyer who draws on his background in complex legal disputes and transactions to problem-solve for his clients.

Law Bytes: Commercial Tenancies - Termination or Distraint?

Depending on the terms of the tenancy agreement, a landlord may be required to provide the tenant with notice that they have defaulted under the lease and that the landlord intends to re-enter the premises unless the breach is rectified within a certain period. If the default under the lease specifically relates to rent arrears, the landlord can also exercise its right of distraint which means a right to seize the tenant’s goods and sell the goods (using the proceeds of sale to pay the arrears). This right to terminate the lease or exercise the right of distraint is mutually exclusive if the tenant’s default relates to non-payment of rent; as such, the landlord can terminate the lease or seize the tenant’s goods, but it can’t do both. Contact us for help if you’re a landlord or tenant.

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Ontario Shareholder Remedies | Toronto Commercial Litigation Lawyers

Ontario Shareholder Remedies Explained

In the intricate world of corporate law, shareholders possess a slew of rights. When these rights are jeopardized, or when the corporation’s actions seem unjust or prejudicial, shareholders can turn to specific remedies enshrined in the law.

September 17, 2023

Missing Terms | Toronto Commercial Lease Lawyers

Addressing Missing or Incorrect Terms in Commercial Lease Agreements

In the world of commercial leasing, every detail matters. The terms outlined in these agreements lay the groundwork for business relationships that may last years, if not decades. But what happens if a party believes a term in the lease is missing or has been inaccurately represented?

September 17, 2023

Malicious Falsehood | Toronto Defamation Lawyers

Malicious Falsehood vs. Defamation: Key Differences

In the world of false statements and their legal repercussions, malicious falsehood stands out as a unique tort focusing on economic harm stemming from disparaging remarks about one’s property or goods.

September 16, 2023

What Business Structure Should I Use in Ontario?

Starting a business is a thrilling adventure, akin to setting out on an uncharted path. Every decision made at the outset lays the foundation for future success. One such pivotal decision is selecting the right business structure. This isn’t just a bureaucratic step; it shapes the very essence of your business, influencing liability, tax implications, operational processes, and more.

September 12, 2023

Assignment vs. Sublease in Commercial Tenancies

Navigating the complex landscape of commercial tenancies becomes even more intricate when terms like “assignment” and “sublease” emerge. While these terms may sometimes be used interchangeably by those less acquainted with property jargon, they embody distinct concepts with specific legal implications. Grasping the differences between them is vital for both tenants and landlords to facilitate seamless transitions and evade potential pitfalls.

September 9, 2023

Defamation in the Age of Online Trolls

The freedom of the internet allows for uninhibited self-expression. While many embrace this freedom to share positive stories, ideas, and feedback, others exploit it to spread malicious rumors or make derogatory comments without facing immediate consequences. The cloak of anonymity can embolden such individuals, making the internet a potential hotbed for defamation.

September 8, 2023

Sase Aggregate: Court of Appeal’s Take on Stolen Funds

In the constantly evolving realm of legal jurisprudence, the case of Sase Aggregate Ltd. v. Langdon offers intriguing insights into the principles of knowing receipt, knowing assistance, and unjust enrichment. This article dives into why Sase Aggregate Ltd., the appellant, was unsuccessful in both its initial application to the lower court and its subsequent appeal to the Court of Appeal for Ontario.

August 24, 2023

Selling Your Business: The Importance of Proper Valuation

For many business owners, the question “How much is my business actually worth?” weighs heavy on their minds. This is particularly true if you’re considering selling your business. The value of your business significantly influences the returns you receive from its sale. This factor not only affects your negotiation strategies but also has potential implications for your future financial well-being. The process of determining this value is known as business valuation, and it’s an intricate, multilayered exercise that requires expert knowledge.

July 15, 2023

Anti-SLAPP Motions: Costly Affair or Cost-Efficient Solution? – Lessons from Park Lawn Corp. v. Kahu Capital Partners Ltd.

The recent appeal in Park Lawn Corp. v. Kahu Capital Partners Ltd. to the Court of Appeal of Ontario has thrown open the floodgates of discussions on the costs, efficiency, and economic implications of anti-SLAPP (Strategic Lawsuit Against Public Participation) motions.

July 14, 2023

Defamation Law Explained: How the Parties’ Conduct Impacts Ontario Cases

When the invisible line of respect between individuals in society is crossed through defamatory comments, the law provides a remedy through defamation lawsuits. However, these cases are not black-and-white. Their outcomes can be influenced by the actions and behaviour of involved parties – both before and after the publication of the defamation. In Ontario, this scrutiny of conduct plays a pivotal role in shaping legal outcomes.

July 9, 2023

How Defamation Damages Work in Ontario: A Detailed Look

Understanding defamation law, especially when considering the potential damages, is no small feat. The nuances and complexities can be overwhelming, yet having a clear comprehension of what the damages entail is invaluable for plaintiffs and defendants alike. In Ontario, defamation law encompasses three key types of damages: Aggravated, Special, and Punitive Damages.

July 8, 2023

SLAPPing Back: An Insight into Ontario’s Protection of Public Participation Act

There is an ever-present tension between the right to freedom of speech and the need to protect individuals and corporations from defamation. In Ontario, Canada, the Protection of Public Participation Act 2015 (Ontario PPPA) aims to tip the balance towards the former, providing a robust defence for those who choose to express their views on matters of public interest.

June 17, 2023

Between Privilege and Liability: Ontario’s Lawmakers in the Balance

When we talk about “parliamentary privilege,” we refer to a set of rights and protections that enable lawmakers at the federal and provincial levels in Canada to perform their duties without fear of being legally liable. These privileges safeguard the democratic principles Canada is built upon, ensuring each branch of government respects the others’ roles.

June 12, 2023

Shedding Light on the False Light Tort

In 2019, Ontario recognized “publicity which places an individual in a false light” – the “false light tort” – as a part of the common law. Despite its relatively straightforward definition, the false light tort remains puzzling due to its ambiguous parameters, unique elements, and potential utility.

May 24, 2023

Extra Points: The Game of Canadian Taxation for Athletes

How does Canadian tax law impact professional athletes? To understand this, we need to think about multiple scenarios, and consider the athlete’s residency, their affiliations with Canadian or foreign-based teams, and the ever-changing political landscape surrounding the taxation of sports franchises in Canada.

May 22, 2023

When Bags Fly: Airline Baggage and Cargo Liability

When your cargo or luggage gets damaged or lost during international air transport, you might think that the airline will compensate you for your losses. However, the legal landscape surrounding airline liability for international cargo and baggage is complex. It’s governed by international conventions like the Warsaw Convention and the Montreal Convention, which establish specific rules and liability limits for airlines.

May 15, 2023

The Business Judgment Rule: A Director’s Guide to Risky Business

The business judgment rule has its roots firmly planted in the need to facilitate an environment of innovation and growth in business. Recognizing that running a business often involves taking risks, this rule has been developed to shield directors and officers who are willing to take calculated chances to propel a corporation forward.

May 14, 2023

Civil Fraud: The Wolf in Sheep’s Clothing

Civil fraud, also known as deceit, is a serious economic tort or civil wrong that involves a deliberate deception through false representation. It requires four elements: a false representation by the defendant, their knowledge (or recklessness) of the falsehood, the plaintiff’s action influenced by this representation, and a loss suffered by the plaintiff as a result.

May 14, 2023

Silver State Justice: A Closer Look at Nevada’s Court System

The judicial system in Nevada plays a critical role in upholding the rule of law and ensuring the fair administration of justice. The courts covered include Municipal Courts, Justice Courts, Small Claims Court, District Courts, Family Courts, and Appellate Courts, comprising the Supreme Court and the Court of Appeals.

May 10, 2023

Insider Intel: Navigating the Gray Areas of Insider Trading

An “insider” is broadly defined, including the corporation, directors, officers, major shareholders, employees, and professionals like lawyers or accountants. Liability extends to those receiving confidential information from insiders (tippees). Insiders cannot tip others for trading advantages. If an insider tips an unrelated person, they are liable for damages and accountable to the corporation for benefits received.

May 9, 2023

Will ChatGPT Replace Lawyers?

In recent months, the rise of advanced artificial intelligence and natural language processing technologies, such as Large Language Models (LLMs) like ChatGPT, has sparked a debate about their potential impact on various industries, including the legal profession. The million-dollar question inevitably arises: Will LLMs replace lawyers (and perhaps judges also), or at the very least, lead to a massive paradigm shift in law practice?

May 7, 2023

Social Media Ad-vice: Advertising on Social Media

Social media has changed advertising, and while traditional media still has a place in the market, social media’s massive potential consumer base is hard to ignore. Advertisers must now concentrate on social media engagement.

May 6, 2023

Apologies and Retractions in Defamation Law

Sorry, Not Sorry: Apologies & Retractions in Defamation Law

In defamation cases, an apology may play a crucial role in the assessment of damages. However, it is important to note that courts lack the jurisdiction to order defendants to apologize. The existence of an apology, the sincerity of the defendant, and the extent of the publicity given to the apology are factors that courts consider when determining damages.

May 5, 2023

Personal Boundaries: The Tort of Trespass to the Person

Trespass to the person is a longstanding area of tort law that addresses actions involving direct physical contact or threats to an individual’s physical or mental well-being.

April 30, 2023

Tracing Commingled Funds - The Lowest Intermediate Balance Rule

Tracing Commingled Funds: Unraveling the LIBR Mystery

The Lowest Intermediate Balance Rule (“LIBR“) is an essential concept in the legal world, particularly in cases involving the tracing of funds. It is an evidential rule that assumes that when a person commingles their own funds with funds belonging to someone else, they are assumed to have spent their own funds first.

April 26, 2023

The Ins and Outs of Parenting Time: What You Need to Know

Parenting time and decision-making responsibility are two different things in family law. This blog post will focus on parenting time, a term that has replaced the meaning of what was previously called “access” in the Divorce Act and most provincial statutes.

April 25, 2023

Unconscientious, Unconscionable, Unfair: Equitable Fraud

Traditionally, fraud has been understood as involving deceit or intentional misrepresentation. However, the courts have expanded the concept to encompass equitable or constructive fraud, which includes various forms of unfair dealing and unconscionable conduct in contractual matters.

April 24, 2023

Suing a City: Abuse of Power Lawsuits

Yes, believe it or not, you can sue a city. Municipal corporations, which include cities, are no longer immune to liability as they were in the past. They can be held accountable for various wrongdoings, such as tortious acts, breaches of contract, and neglecting statutory duties.

April 18, 2023

Rylands v. Fletcher: Property Damage Claims

Rylands v. Fletcher is a landmark case in English tort law that established the principle of strict liability for certain harmful activities. The rule states that a person who uses their land for non-natural purposes and accumulates a potentially dangerous substance on their property may be held strictly liable if that substance escapes and causes damage to another’s property.

April 15, 2023

The Power of Opinion: The Fair Comment Defence

The fair comment defence is designed to protect the right to express opinions on matters of public interest, even if those opinions are unpopular, controversial, or critical of others.

April 15, 2023

The Fine Print: Notice Requirements in Ontario Defamation Law

In Ontario, special notice requirements apply to defamation cases involving libel in a newspaper printed and published in the province or a broadcast from a station within Ontario. Plaintiffs must provide written notice to the defendant within six weeks after becoming aware of the alleged libel.

April 14, 2023

The Battle for Chattel: Understanding the Tort of Conversion

The tort of conversion primarily deals with the unlawful interference of another person’s movable personal property, known as chattels. In contrast to trespass to goods, conversion demands more than just a simple invasion of the plaintiff’s possessory rights; it necessitates an interference that denies the plaintiff’s title.

April 11, 2023

The Principal Residence Exemption

The term “principal residence” refers to a taxpayer’s primary dwelling or housing unit for a specific tax year. The taxpayer, their spouse, common-law partner, former spouse, or child must ordinarily inhabit the residence. A personal trust can also claim a principal residence if it is regularly occupied by a specified beneficiary or their immediate family.

April 10, 2023

From Threats to Torts: The Law on Intimidation

The tort of intimidation, a relatively less explored area of common law, has been recognized and established through a series of judicial decisions. The House of Lords in Rookes v. Barnard (“Rookes“) formally acknowledged the existence of this tort, which has since been accepted as part of the common law in Canada.

April 10, 2023

Starting a Cosmetics Business: For Entrepreneurs

The Canadian cosmetics industry generates billions of dollars. In 2021, the cosmetics market in Canada generated approximately USD 1.24 billion in revenue, and industry revenue is expected to grow by 1.45% annually to reach USD 1.8 billion by 2024.

April 9, 2023

Domestic Contracts: Essential Knowledge for Ontario Couples

Ontario’s Family Law Act (“FLA”) contains provisions under Part IV that regulate domestic contracts, including cohabitation agreements, marriage contracts, and separation agreements. These agreements primarily focus on legally enforceable matters, such as property division, spousal support, and children’s education.

April 9, 2023

Understanding Spousal Support: Key Elements

In family law, spousal support is central to helping spouses who have become financially disadvantaged due to the breakdown of a marriage or common-law relationship. This post examines the legal principles and case law surrounding spousal support, discussing child support priority, general principles, and various factors that influence support amounts and duration.

April 8, 2023

From Issuance to Transfer: The Life Cycle of Share Capital

Share capital plays a crucial role in the world of corporations, serving as a primary means of ownership and property rights. In Canada, share capital is regulated by the Canada Business Corporations Act (“CBCA”), which serves as a model for most Canadian jurisdictions.

April 7, 2023

Dissecting Disobedience: A Closer Look at Civil Contempt

Civil contempt of court is a complex legal concept that originates from the need to preserve justice and prevent obstruction. It encompasses a wide range of actions, from interfering with the due course of justice to undermining the authority of a court.

April 7, 2023

The Tax Maze: How Shareholder Loans Impact Your Taxes

According to Section 15(2) of the Income Tax Act, a shareholder (or a person or partnership connected to the shareholder) may be deemed to have received a taxable benefit equal to the amount of a loan or debt made by a corporation. This taxable benefit is included in the shareholder’s income for the tax year in which the loan or debt arose.

March 25, 2023

Is Internet Communication a Broadcast in Defamation?

Over time, Canadian provincial legislation regulating defamation has been updated to incorporate modern communication methods. However, since most of this legislation does not explicitly address the Internet, judges are often required to draw parallels between Internet communications and traditional media forms, such as newspapers and broadcasts, that are covered by the legislation.

March 24, 2023

The Entrepreneur’s Roadmap to Incorporating in Ontario

Incorporating a company in Ontario has become more streamlined and accessible thanks to the introduction of the Ontario Business Registry on October 19, 2021. This guide will provide a detailed overview of the incorporation process, from preparing and submitting the required documentation to understanding the fees and legal obligations involved.

March 23, 2023

Waive Goodbye to Liability: Power and Limits of Liability Waivers

Liability waivers are legal agreements that can limit or exclude the duty of care owed by an occupier in certain circumstances. Although waivers can be effective tools for businesses to minimize their legal exposure, courts carefully scrutinize these agreements to ensure they are fair and reasonable.

March 21, 2023

I Was Sued, Now What? (A Step-by-Step Guide)

Litigation is a complex process that requires careful attention to detail and a thorough understanding of the rules and procedures that govern the legal system. In this blog post, we explore the various stages of a lawsuit in Ontario, from the initial pleadings to the final trial.

March 20, 2023

All for One, and One for All: Class Action Certification in Canada

In the Canadian legal landscape, class actions represent a powerful mechanism for individuals who have suffered similar harm or losses to collectively seek legal redress against a common defendant. These lawsuits serve multiple purposes, such as providing access to justice for people who might not have the means to pursue individual litigation, encouraging behavioural modification in large corporations or organizations, and promoting judicial efficiency by consolidating numerous related cases into a single legal action.

March 19, 2023

Drafting an Effective Shareholders’ Agreement

An essential contract for small non-offering corporations, shareholders’ agreements define the rights, privileges, liabilities, and responsibilities of each shareholder. These agreements, also known as “unanimous shareholders’ agreements,” offer a framework to govern various aspects of a corporation’s functioning, such as delineating shareholder roles, placing limitations on certain actions, and regulating share transfers.

March 18, 2023

Business Insurance for Ontario Business Owners

Running a successful business in Ontario requires dedication, hard work, and a thorough understanding of the various types of insurance available to protect your company’s assets and interests. In this overview, we will explore the ins and outs of the eight different insurance options available to Ontario-based businesses, helping you make informed decisions about the coverage your business needs to thrive.

March 17, 2023

The Blurred Lines of Business: Tackling the Tort of Passing Off

The tort of passing off in Canadian law is founded upon the notion that no individual should be allowed to represent their products or services as those of another. The Supreme Court of Canada has set forth three key elements that a plaintiff must establish to succeed in a passing off action: goodwill, misrepresentation, and damage.

March 17, 2023

Canadian Class Actions: A Beginner’s Guide to Collective Litigation

Class action lawsuits serve as an important mechanism for plaintiffs in Canada to pursue legal remedies as a collective. This type of litigation offers a more efficient way to resolve disputes that share common issues.

March 16, 2023

The Art of Prepping Witnesses: Balancing Advocacy and Ethics

Lawyers have a responsibility to prepare witnesses for adversarial proceedings, and failure to do so is considered irresponsible and incompetent. However, codes of conduct and case law prohibit lawyers from “coaching” witnesses to attain these ends.

March 14, 2023

Summary Judgment: Grasping the Genuine Issue Requirement

Summary judgment is a process in civil court proceedings that allows the court to make a decision without the need for a full trial. In Ontario, the test for granting summary judgment is when the court is satisfied that there is no genuine issue requiring a trial with respect to a claim or defence.

March 13, 2023

Misrepresentation in Securities Offerings: Statutory Civil Liability

Statutory Civil Liability is established by legislation for misrepresentations in a prospectus, Offering Memorandum, or circulars for a take-over bid or issuer bid, including directors’ and director’s or officer’s circulars. This civil liability is covered under Part 23 of the Ontario Securities Act.

March 9, 2023

Examining Unfair Lending Practices

The Ontario Unconscionable Transactions Relief Act provides relief to borrowers when they have been subjected to harsh and unconscionable transactions. This legislation allows the court to grant relief where the cost of the loan is excessive or the transaction is unfair.

March 8, 2023

Cheques and Balances: Understand Your Bank Account Agreement

Cheques remain a popular payment method for many businesses and individuals today, but their use also brings with it the risk of fraud. This risk was at the heart of the legal battle between Austral Imports Inc. and the Bank of Montreal in a case that dealt with the effectiveness of contemporary account verification and related obligations.

March 5, 2023

When Can You Discontinue an Action in Ontario?

When a plaintiff wants to discontinue an action against a defendant before the close of pleadings in Ontario, they have the right to do so by serving a Notice of Discontinuance on all parties served with a statement of claim and filing the notice with proof of service in the registrar’s office.

March 3, 2023

Consumer Protection Act: Unfair Practices

Under the Consumer Protection Act, 2002 (the “Act”), unfair practices include false, misleading, or deceptive representations made by a supplier in the course of selling or promoting a product or service. The Act prohibits suppliers from engaging in unfair practices and provides consumers with various remedies for violations of the Act.

March 2, 2023

The Proper Law of a Contract: Two-Stage Inquiry Explained

The “proper law” of a contract generally governs most issues pertaining to its validity, interpretation, performance, and breach in the context of the Anglo-Canadian conflict of laws. The “proper law” rule is based on the principle that parties to a contract are free to choose the governing law.

February 18, 2023

Filing a Consumer Proposal

If you’re struggling with debt and need a way out, you may be wondering what options are available to you. In Canada, one option is to file a consumer proposal. This legal process is designed to help insolvent individuals compromise their debts with their creditors and avoid the stigma of bankruptcy.

February 18, 2023

PIPEDA Demystified: A Simple Overview of Data Privacy

In Canada, the Personal Information Protection and Electronic Documents Act (the “PIPEDA”) is a federal law regulating the collection, use, and disclosure of personal information by private organizations during commercial activities. The PIPEDA is key legislation that aims to safeguard the privacy of individuals by setting out clear rules for the management of personal information by private organizations.

February 16, 2023

Understanding Constructive Trusts: Remedy for Unjust Enrichment

Constructive trusts are a legal remedy used to address unjust enrichment. This remedy is imposed on property owned by a party who has gained an unfair benefit at the expense of another party. In cases where the court finds that one party has been unjustly enriched, a constructive trust may be imposed to remedy the situation.

February 15, 2023

Promissory Estoppel: The Exception to Consideration in Contract Law

Promissory estoppel is a legal doctrine that may be used to prevent a party from reneging on a promise or representation they have made. It is a principle of equity that can be invoked to prevent a party from relying on their strict legal rights where it would be unfair or unjust to do so. Although originally developed by the common law, it has been modified over time by equitable principles.

February 15, 2023

The Art of Amendment: Updating Your Corporation

Amending the articles of a corporation is a common type of fundamental change to the constitution of a corporation. Active businesses often experience a fundamental change during their lifespan. In Ontario, the Ontario Business Corporations Act (OBCA) allows for almost any change to the corporation’s constitution.

February 12, 2023

Dirty Money in the Gambling Industry: Canadian Regulations

The gambling industry is a prime target for those seeking to launder illegal funds. This includes physical casinos, online casinos, bars with poker machines, and both physical and online sports betting services. The global gambling industry generated record-breaking revenues in 2021, reaching $261 billion (USD) in the US and €87.2 billion (EUR) in Europe, making it an attractive option for criminals seeking to launder money. Relative to population size, Canada’s gambling industry made a proportional $2.64 billion (CAD) in revenue in 2021.

February 11, 2023

Making a Statement: The Role of Affidavits in the Legal System

An affidavit is a document used in legal proceedings that comprises a witness’s statement of facts or opinion. The witness attests to the document, and the affidavit is taken by an authorized individual. This individual, known as the commissioner, confirms the witness’s identity and delivers the oath or affirmation that the document’s contents are accurate. The witness, not the commissioner, is responsible for determining the statement’s truth.

February 10, 2023

Cancelling a Contract: Understanding the Different Options

A contract is a legally binding agreement between two or more parties that outlines their respective rights and obligations. But what happens if one of the parties wants to get out of the contract? In some cases, a contract can be voided, which means that it is deemed to have never existed legally.

February 6, 2023

Making the Most From Your Car Accident Claim: General Damages

In the event of a motor vehicle accident, individuals who are insured may also have the option to file a companion lawsuit against the responsible driver. Both the tort case and the insurance claim can have a significant impact on each other, and it is important for counsel to understand the interplay between the two.

February 5, 2023

The Power of Reliance: Making Promises Stick

In the realm of law, promises play an essential role, particularly regarding the protection of reliance. This post will be about the protection of reasonable reliance on statements made by a party to a contract or a potential contract. In a contract, the preservation of one party’s reliance may be equally as significant as the protection of both parties’ reasonable expectations.

February 5, 2023

What to Expect When You Default on a Mortgage

When a default occurs, the mortgagee, or lender, has the right to accelerate the mortgage payment or seek specific performance or damages. They can also sell the property to repay their debt. If the sale proceeds are less than the mortgage debt, the mortgagee can sue the borrower for the deficiency. If the sale results in a surplus, the mortgagee must pass it on to the next encumbrancer or the borrower.

February 4, 2023

The Self-Contained World of Letters of Credit

Letters of credit (LC) and bank guarantees are financial tools used to secure payment obligations. However, they differ from regular guarantees in terms of the defences against payment demands. An LC is simply an agreement to pay under certain conditions, and the law governing LCs is determined by the national jurisdiction where the LC is issued.

February 2, 2023

Whistleblower Protection: Overview of Ontario and the U.S.

In Ontario, a program, known as the Whistleblower Program, was made available for public comment in 2015 and includes a confidential submission process for individuals to provide information to the OSC. In contrast, whistle-blower protection laws in the United States have a long history dating back over 150 years.

January 28, 2023

Commercial Tenancies: Termination or Distraint?

Denis Grigoras

Law Bytes: Commercial Tenancies - Termination or Distraint?

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