Our blog explores ideas around the law and technology.

Clausehound's a legal tech company, helping companies and firms automate their agreement negotiations.

From Beyoncé Beer to the Upside Down: When Are You Permitted to Reproduce an Existing Work of Art

December 20, 2017
Artists and graphic designers either desire to - for their own personal reasons or are frequently asked to create images/t-shirt designs/memes or even complete replicas of existing images for commercial purposes.
Intellectual Property
Ownership of Intellectual Property
Infringement of Third Party Intellectual Property
Transfer of Intellectual Property
Intellectual Property Licensing Agreement

HackerNest Brampton January Tech Social

December 15, 2017
Links from this article: HackerNest event page Our partner organization is hosting a tech meetup in Brampton! Join them for a night of casual conversation with other tech enthusiasts at Rose Thea...
Events

HackerNest Kitchener-Waterloo January Tech Social

December 15, 2017
Links from this article: HackerNest event page Our partner organization is hosting a tech meetup in Kitchener-Waterloo! Join them for a night of casual conversation with other tech enthusiasts at...
Events

Global Start-Up Missions

December 15, 2017
Our partner organization York Entrepreneurship Development Institution is opening applications for their Israel Start-Up Mission!
Announcements

To My Younger Self

December 15, 2017
This is a guide to help you, probably a high school student, navigate your life as you’re trying to figure out the world. I’ve had multiple conversations with students in the last few weeks, and everyone has similar struggles.
Journey

Pattern Matching

December 11, 2017
I just watched this video on spirals and it struck me that pattern matching is very important to us collectively. Pattern matching is helpful.
Journey

Fishackathon

December 08, 2017
Links from this article:Event pageOur partner organization HackerNest is proud to sponsor Fishackathon! Fishackathon, happening February 10-11, is lookin...
Events

5 Ideas for Driving Sustainable Development Through Investing

December 08, 2017
This week, online magazine TwentyThirty features an article on the idea of a legal toolbox, an online platform that contains the necessary information for an investor to make an informed decision when looking into foreign locations.
Announcements

Razzle Dazzle: A CoMotion Holiday Party

December 01, 2017
Our partner organization is excited to announce their annual Razzle Dazzle! This December 19th in Hamilton, this event is open for everybody to come and meet the innovative minds within CoMotion's doors.
Announcements

Chat About Bitcoin and More

December 01, 2017
Our partner organization CoMotion is hosting a talk about Bitcoin and blockchains!
Announcements

How E-Governance Can Create a More Inclusive State

December 01, 2017
This week, online magazine TwentyThirty features an interview of Robert Krimmer, a professor at the Tallinn University of Technology, on how E-governance has been implemented with great success in Estonia and how you can extend this success to other countries.
Announcements

Bringing Coworkers Together

December 01, 2017
Our partner organization CoMotion features an article on the events that tie a coworking space together as a community.
Announcements

4 Ways You Can Make Ontario's ESA Work Better for You

November 27, 2017
This article discusses the four allowable circumstances in which an employer and employee may enter into an agreement to vary from the Ontario Employment Standards Act standards.
Employment Agreement
Human Resources
Employment

Ontario: Statutory Requirements for Employee Hours

November 27, 2017
Among other equally important aspects of the workplace such as minimum wage and matters relating to termination, the Ontario Standards Act lays out standards with respect to an employee’s hours of work, breaks, and overtime.
Employment Agreement
Human Resources
Employment

Pick of the Litter: Shrimp So Loud it was Named After Pink Floyd!

November 25, 2017
The 'Hound is sniffing out cool innovations for you! I’ve been researching the concept of 'openness' in organizations. I came across this concept when I watched this fireside chat with Mike Cannon-Brookes of Atlassian at Startup Battlefield Australia, released one week ago.
POTL

5 Tips to Avoid Holiday Burnout

November 25, 2017
Our partner organization Bullfrog Insurance put out this article right before its mentioned holiday season.
Announcements

HackerNest Toronto November Tech Social

November 25, 2017
Links from this article: HackerNest event page Our partner organization HackerNest is hosting a tech meetup in Toronto! Join them for a night of cas...
Events

HackerNest Montreal November Tech Social

November 25, 2017
Links from this article: HackerNest event page Our partner organization HackerNest is hosting a tech meetup in Montreal! Join them for a night of ca...
Events

TechTO Meetup

November 25, 2017
Links from this article: TechTO event page Our partner organization Tech Toronto is having their next meeting on December 4th. Many CEOs and founders have spoken at these monthly events, with anot...
Events

Researching Openness

November 25, 2017
I’ve been researching the concept of 'openness' in organizations. I came across this concept when I watched this fireside chat with Mike Cannon-Brookes of Atlassian at Startup Battlefield Australia, released one week ago. I've been a fan of Atlassian products for years (our company uses both Bitbucket and Trello daily as important tools for our business operations).
Journey

HamOnt ML

November 18, 2017
Links from this article: CoMotion event page Our partner organization CoMotion is excited to announce their HamOnt ML event on December 2! The first machine learning conference to take place in H...
Events

HackerNest Ottawa November Tech Social

November 18, 2017
Links from this article: HackerNest event page Our partner organization is hosting a tech meetup in Ottawa! Join them for a night of casual conversation with other tech enthusiasts at Colony VR!...
Events

HackerNest Peterborough November Tech Social

November 18, 2017
Links from this article: HackerNest event page Our partner organization is hosting a tech meetup in Peterborough! Join them for a night of casual conversation with other tech enthusiasts at Retro...
Events

Who Are We?

November 18, 2017
Our team is growing at my beloved Clausehound.com, and that is great.  It is no longer a big panic to get from version to version or from demo to demo. New staff and old staff are starting to create their own groups of friends and this has prompted me to think about the kind of culture that we want to be known for.
Journey

The Top 5 Keys to Coworking

November 17, 2017
Our partner organization CoMotion features an article on how to get the most out of coworking.
Announcements

5 Steps to Becoming a Social Intrapreneur

November 17, 2017
This week, online magazine TwentyThirty features the fascinating concept of bringing about social change as an intrapreneur (as opposed to entrepreneur), along with how to become one yourself.
Announcements

RIP: Traditional 9-5 Work Hours

November 10, 2017
Our partner organization Bullfrog Insurance recently published an article on the decline of 9-5 work hours.
Announcements

Side-Hustling Your Way Into a New Career

November 10, 2017
For this week's Founder's Only I dug into Faheem's podcast archives.  Faheem Moosa is a member of Founder's Only, and he and I were MBA friends over a decade ago. Faheem assembled a great collection of stories from new company founders who have decided to leave 9 to 5 jobs to start a business.
Journey

Common Binding Terms in a Letter of Intent

November 10, 2017
This article discusses some common binding terms that may be useful to incude in your LOI
Term Sheet
Letter of Intent
Share Purchase Agreement
Investor Term Sheet
Memorandum of Understanding

Pre-emptive Rights - Who Do They Benefit?

November 10, 2017
This article discusses the important features of a Pre-emptive Rights Clause.
Term Sheet
Shareholders Agreement
Share Purchase Agreement
Investor Term Sheet

Blog Bite: Should a TSX-V public company announce its intentions?

November 10, 2017
This article posted on our partner site Mondaq.com is relevant for TSX-V public companies because it sets out the relevant factors that a board of directors should consider when making the decision to announce its intention.
Letter of Intent
Share Purchase Agreement
Blog Bites

Blog Bite: What is the nature of transaction letters of intent?

November 09, 2017
This article posted on our partner site Mondaq.com explores the nature of transaction letters of intent or (LOI's). An LOI is typically used as the first step of a deal and should briefly outline the key elements of the proposed transaction.
Term Sheet
Letter of Intent
Share Purchase Agreement
Blog Bites

Blog Bite: When is a letter of intent binding?

November 09, 2017
This article discusses the importance of parties to clearly state their intentions when drafting a letter of intent (LOI).
Term Sheet
Letter of Intent
Share Purchase Agreement
Blog Bites
Investor Term Sheet
Memorandum of Understanding

Blog Bite: Letters of intent, binding or non binding?

November 09, 2017
This article discusses how a letter of intent (LOI) can be interpreted as either binding, or non-binding on both parties.
Term Sheet
Letter of Intent
Share Purchase Agreement
Blog Bites
Investor Term Sheet
Memorandum of Understanding

Blog Bite: How Do I Conduct Due Diligence in a Share Purchase or M&A?

November 09, 2017
This article posted on our partner site Mondaq discusses how to conduct due diligence in a share purchase or M&A
Term Sheet
Shareholders Agreement
Letter of Intent
Asset Purchase Agreement
Share Purchase Agreement
Blog Bites
Investor Term Sheet
Memorandum of Understanding

This Guy is Leading an Education Revolution

November 03, 2017
This week, online magazine TwentyThirty features Vincent's journey, and his company Kiron, which is a mobile app that partners with universities worldwide to help refugees get access to higher level education.
Announcements

Letter of Intent / Investor Term Sheet

November 03, 2017
A Letter of Intent (often referred to as an LOI) or an Investor Term Sheet is a document that is often used between a potential investor and a company to settle the material terms and conditions of an investment.
Term Sheet
Letter of Intent
Share Purchase Agreement

Tech4SickKids Initiative

November 03, 2017
Our partner organization North of 41 is proud to support the Tech4SickKids Initiative.
Announcements

The Co-Founder Relationship

November 03, 2017
Julie Zuzek 'the Corporate Yogi' and I have been friends for nearly a decade, and I have often tried to apply her approach to the 'entrepreneur mindset' over the course of my own founder journey. I had a chance to recently listen to her podcast series on co-founders.
Journey

Why do you enter into legal agreements?

October 31, 2017
This is one of clausehound.com's legal templates. Feel free to scroll through the contract and determine whether the template is useful for your needs. You can login and browse our learning materials for free.
Contract Overviews

Pick of the Litter: Solar Panels Can Now Be Transparent!

October 27, 2017
The 'Hound is sniffing out cool innovations for you! A couple of years ago, I headed up the social entrepreneurship and social finance efforts at the BMW Foundation in Berlin. As I got to know more and more social innovation organisations, big and small, I started to notice an unsettling trend.
POTL

TSX Ignite Event in Waterloo

October 27, 2017
Links from this article: Event page Our partner organization North of 41, along with TSX and Accelerator Centre, are hosting an event on PR strategies for growing startups and businesses. This wi...
Events

Five ideas for getting talent right

October 27, 2017
Originally posted on ImpactAlpha, Ryan is a the Principal of RGL Strategic, co-founder of CanadaHelps and a member of Founder's Only.
Journey

Lot42 Grand Opening

October 20, 2017
Our collaborator Lot42 is excited to announce their grand opening this October 21st!
Announcements

On the road again

October 20, 2017
Originally posted on Startups & Venture Capital, Dominic is the Founder of TWG and a member of Founder's Only.  Dominic and Rajah have been friends for Dominic's more than half of Dom's Fourteen Year Journey.
Journey
DominicBortolussi

Dividends: What, When, How?

October 18, 2017
As dividend structuring and timing have been making headlines recently, this article discusses the 'what, when and how' of dividends.
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Three reasons to declare the business of your company

October 17, 2017
As lawyers we are often guiding our clients on defining the “business of the company”, so I thought I’d write a post on this topic.   “Business of the company” is formally declared in several circumstances and for several reasons.
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

When to say no: The Right of First Refusal

October 17, 2017
This article discusses the right of first refusal clause (ROFR), often seen in the shareholders' agreements or directly in a company's articles of incorporation.
Shareholder Agreement
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Liquidation Preference: Cashing Out

October 17, 2017
This article discusses why a liquidation preference is often inserted into deal terms by the investors in a major round of financing.
Term Sheet
Shareholders Agreement
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

When is it time to change your corporation's name?

October 17, 2017
We had previously written an article on the selection of a business name, and as well a second article on defending your business name.  I thought I would write an article about changing a company’s business name.
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Why Indemnify? Director’s Liability – Sources and Mitigation

October 17, 2017
When most of us think about directors of corporations, what comes to mind is the hefty pay (at least in bigger corporations), the prestige, and the power. But with power comes responsibility; the subject of our discussion.
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Breaking Down Share Issuance Step by Step

October 17, 2017
This article provides an overview of the steps involved in issuing shares, once the negotiations with investors have been completed. The process includes the four (4) steps.
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Pick of the Litter: Solar Power? Try Seaweed Power!

October 13, 2017
I was grabbing a coffee at Le Gourmand in Toronto and I saw a guy wearing a shirt that said 'Find what you love and let it kill you.' I was initially skeptical, because death sucks, but I was also intrigued, so I Googled it.
POTL

TechTO October Meetup

October 13, 2017
Links from this article: TechTO Meetup event page Our partner organization Tech Toronto is having their next meeting on October 16th. Many CEOs and founders have spoken at these monthly events, wit...
Events

Dividends: What, When, How?

October 13, 2017
As dividend structuring and timing have been making headlines recently, this article discusses the 'what, when and how' of dividends.
Dividends
Shareholders Agreement
Canada (ON)
Canada (General)

Western Accelerator

October 13, 2017
Our partner organization, the University of Western, is excited to announce their newest accelerator!
Announcements

Women Entrepreneurship Week #WhyNotMe Panel Discussion

October 06, 2017
Links from this article: startGBC Event Page Our partner organization has opened up registration for their #WhyNotMe discussion panel. There will be talks from leading entrepreneurs such as Nicol...
Events

Digital Marketing: Unhealthy Habits

October 06, 2017
Our partner organization Bullfrog Insurance has very recently published a piece on how to improve your online reach.
Announcements

The New One Percent Is Giving

October 06, 2017
As soon as I met Jennifer and Upside Foundation of Canada, I liked what they were all about.  Their foundation promotes the allocation of 1% of your company’s equity to a charitable purpose.  Reserving a portion of your wealth is not new or unique.
Journey

Enterprise Toronto's Small Business Marketing Forum

September 29, 2017
Links from this article:Event Registration Page - With 50% Off!Our partner organization Enterprise Toronto is now selling tickets for their new event, Small Business Marketing Forum. Learn from market...
Events

YEDI's Not For Profit Track 2017

September 29, 2017
Links from this article: YEDI Not For Profit Track Registration Page YEDI Not For Profit Track Event Page Our partner organization YEDI is now accepting applications from innovative not-for-profit...
Events

Why I Buy Beers I Can't Afford

September 29, 2017
Originally posted on Linkedin, with additional comments from discussions with Founders Only. When you’re a young, broke student, beers are like gold. The difference between then and now (I hope) is that as adults, we don’t have a general ledger tracking who owes who a Budweiser, two rum and cokes, or three bites of a footlong sub.
Journey

In the eye of a hurricane, there are quietly unexercised stock options

September 15, 2017
The case of Hibberd v. Hurricane Hydrocarbons Ltd involved various issues regarding many stock options that were not exercised that were part of a consultant contract.
Exercise of Options
Termination
Rights of Option Holders
Contract Negotiations
Expiry of Options
Case Law
Effects of Termination
Notice of Termination
Oral Representations
Choice of Law
Option Agreement

YEDI Youth Entrepreneurship Program

September 15, 2017
Links from this article: Event Page Application Page Our partner organization YEDI is excited to announce their new entrepreneurship program. Open t...
Events

How Transcendental Meditation Taught Me to Take Risks

September 15, 2017
Orignally posted on Huffington Post, with additional notes as provided to Founders Only. Transcendental meditation is having a moment. Everyone from Hugh Jackman to Oprah is an avid fan. Even Wall Street is paying attention.
Journey

TechTO September Meetup

September 08, 2017
Links from this article: TechToronto Events In just 10 days time, our partner organization TechToronto will be hosting their next event. Many CEOs a...
Events

Things I learned Running INFINITI Lab

September 08, 2017
This article was originally posted by Chris on Multiplicity. INFINTI Lab is all wrapped up and it was a wonderful experience.
Journey

Blog Bite: What is Technology Transfer?

September 06, 2017
This article posted on our partner site Mondaq.com discusses how, though details vary from transaction to transaction, agreements affecting technology transfers contain two essential elements.
Intellectual Property
IP Transfer

Overview of IP Transfer Agreement

September 06, 2017
An IP Transfer Agreement is an agreement between an individual or corporation transferring its intellectual property to another individual or corporation.
Intellectual Property
Contract Overviews
IP Transfer

Life, In Chapters

September 01, 2017
Reposted from Assaf's original post on Medium. Life events aren’t evenly distributed. Changes seem to bombard us in clusters as if they conspired on timing, prying us from the calm of everyday life, and distracting us from getting on with our plans.
Journey

Tips On What To Look For When Reviewing An IP Transfer Agreement

August 31, 2017
Prior to sending your drafted agreement to a counterparty of executing the agreement, it is important to thoroughly review the agreement for both content and form. These are some of the key items that a drafter should keep in mind when reviewing an agreement.
Playbooks

Walking Away

August 25, 2017
I like starting things, I don’t like ending them.  So maybe I’m not the right person to be writing a post on walking away.  But I've seen many businesses begin and  fail.
Journey

HamOnt JS 2017

August 25, 2017
Links from this article: Event Page At the end of September our partner organization CoMotion are hosting a low cost javascript conference. This eve...
Events

CoMotion State Of The Motion 2017!

August 25, 2017
Links from this article: Event Page In mid September our partner organization CoMotion are hosting a birthday part for the CoMotion coworking space....
Events

Getting Employees Focused

August 18, 2017
Our partner organization Bullfrog Insurance recently posted an article about creating a productive and healthy work environment for employees.
Announcements

Time Off Benchmarks in Canada

August 18, 2017
Our partner organization Collage has put out and article about how companies manage the time off given to employees.
Announcements

Is Your Agreement Worth The Paper (Or Napkin) It’s Written On?

August 14, 2017
A lot of us can think of that movie scene where two business persons, at the time deprived of a notepad or laptop, transcribed their deal on a square napkin and called it a contract. (Some of us might have even done so ourselves!) Happily, many of those situations involved parties in agreement over their intention to make a deal.
Contract Drafting

Pick of the Litter: Flexible Batteries, a Major Step For Wearable Tech.

August 11, 2017
The 'Hound is sniffing out cool innovations for you! There was a call today asking for Sundar to resign from the CEO role of Google. Diversity is a touchy subject these days, and we were proud to see a fellow Founder’s comments on their approach to Diversity in last week’s Journey post.
POTL

Journey into Hiring Diversity

August 11, 2017
There was a call today asking for Sundar to resign from the CEO role of Google around, as the New York Times has phrased it, 'diversity drama'.  Diversity is a touchy subject these days, and we were proud to see a fellow Founder’s comments on their approach to diversity in last week’s Journey post.
Journey

Five Bits of Advice That Entrepreneurs Need From Their Lawyers

August 09, 2017
The business of corporate law relies upon the entrepreneurial spirit of its clients. So, if you have decided to pursue your dream of becoming an entrepreneur, for a lawyer (and for our beloved Clausehound.com), that’s great!
Intellectual Property

0 to 100 Real Quick

August 04, 2017
This article was originally posted on Medium.  Additional notes added within this Founder's Journey column. Amazing news this week from the Tribe! We just hit the century mark for the number of employees worldwide.
Journey

LeapIN: The Final Leap!

August 04, 2017
Our partner organization LeapJunction has published an article detailing the successes of their most recent Leap-In Cohort.
Announcements

Mobile Security Tips for Business

August 04, 2017
Our partner organization Bullfrog Insurance has published an article about increasing your mobile security.
Announcements

Pick of the Litter: Google is taking another swing at augmented reality glasses, this time with a focus on businesses.

July 28, 2017
The Hound is sniffing out cool innovations for you! I don’t think I’ve ever been particularly comfortable with a lot of the nomenclature we use in ‘our sector’ (not crazy about that term either, now that I write it), even if I am responsible for perpetuating it to some extent. I have always been an entrepreneur, period, and feel a little bit precious—and discounted—when the modifier ‘social’ is in front of it.
POTL

These aren’t my pants - and other ways I’m bootstrapping my way to the top.

July 21, 2017
This article was originally posted on medium. There are a lot of secrets when it comes to starting a business. The first secret I discovered when I started my own business, designing toys that teach empathy and failure, was that entrepreneurs barely pay themselves for at least the first few years.
Journey
Ilana Ben-Ari

YEDI Youth Application

July 21, 2017
Links from this article:YEDI ApplicationOur partner organization YEDI, has opened up a call for applications for a youth business incubator. YEDI is seek...
Events

One Eleven Tech Summer Social

July 14, 2017
Links from this article:Event PageOur partner organization One Eleven is a fellow community organizer. We have attended the past two years of this event...
Events

The Joe Fresh Centre for Fashion Innovation

July 14, 2017
Links from this article:Accelerator ApplicationOur partner organization Joe Fresh Centre, a fellow resident of the Ryerson DMZ, is opening up application...
Events

Termination - For Cause or For Convenience?

July 14, 2017
When negotiating a contract, it is important to consider the termination provisions. If the contract is no longer commercially attractive, will you be able to terminate?
Software Development
Termination Agreement

What's Cool This Week, Powered by Multiplicity Media

July 14, 2017
Clausehound is an active contributor to the Multiplicity Media Small Business Community, and Rajah Lehal, Founder of Clausehound is Co-Founder of Multiplicity.
Business
Tech News
Company Formation
Commercial Activities
Small Business Corner

“The legal sector will probably, very likely never change”

July 13, 2017
If there is one thing I am sure I have in common with Clausehound founder, Rajah Lehal, it’s that I am positive, that when starting his own company,  he was told by nearly everyone he bumped into that the sector he was going after was too unique and would never change.
Journey
Nicole Verkindt

Pick of the Litter: Fashion and Flexing Go Hand-In-Wrist

July 12, 2017
Here’s something you learn when building teams: at a certain point, growing the team adds to its capabilities by frustratingly less than you thought. Richard Branson is fully aware of this fact, which is why Virgin companies have historically grown from startup until about 100 people, and then undergone cell division that left 50 in the old venture, and 50 in the new one.
POTL

Diminishing Returns

July 07, 2017
This article was originally posted on Medium. Here’s something you learn when building teams: at a certain point, growing the team adds to its capabilities by frustratingly less than you thought.
Journey

How can a contract dispute be resolved?

July 07, 2017
When you're involved in a contractual dispute, the process for resolving the dispute should be set out in the contract.
Dispute Resolution
Arbitration
Mediation Agreement

How Enforceable is a Non-Competition Clause in an NDA?

June 30, 2017
A Non-Competition Clause places restrictions on your other business relationships during, and for a specified period, after the term of your employment. If it important to understand exactly what you are agreeing to before you dot the i's and cross the t's.
NDA
Employment Agreement

Tech TO at RBC Waterpark Place

June 29, 2017
Links from this article:https://www.techtoronto.org/In July, our partner organization TechTO will be hosting their monthly networking. This will be a nig...
Events

Startup Fest 2017

June 29, 2017
Links from this article: Startup Fest 2017 In July, our partner organization StartupHere has asked us to remind you that StartupFest, will be hosti...
Events

Health TO Meetup

June 29, 2017
Links from this article: HealthTO For all entrepreneurs in the healthy industry, be sure to check out our partner TechTO's HealthTO meetup, an even...
Events

StartupTech Unleashed, at Cisco

June 29, 2017
Links from this article: Startup Tech Unleashed In July, our partner StartUp Tech Unleashed will be hosting their monthly networking event at Cisco...
Events

No More Wax On, Wax Off

June 26, 2017
I was recently asked to speak at Big Data Toronto on the topic of machine learning and AI, and I decided to speak to a question on my mind that I have been struggling with: what are the implications of the replacement of junior staff in an organization by software-based solutions?
Journey

What is a 'permanent' full time position?

June 23, 2017
This article discusses the factors which determine what a "permanent" employemnt position is, which largely depend on when the employment agreeemnt can be terminated.
Employment Agreement
Consulting Agreement

Who is responsible for payments if a contract is terminated?

June 16, 2017
Whether you (the client/customer) have an obligation to pay when a contract has been terminated depends on the reason for termination, the timing of the termination, which party terminated the contract, and the terms of the contract. Mostly, it depends on what the contract says!
Termination
Master Services Agreement
Software Development
Termination Agreement

How broadly should an arbitration clause be worded?

June 02, 2017
A Quebec court ruled that an action for damages based on a defamation claim fell within the scope of a very broadly worded arbitration clause, because the sources and circumstances of the impugned statements originated from the contract and made reference to its requirements. Note that this was not a consumer contract.
Dispute Resolution
Arbitration
Scope

Does dispute resolution take precedence over a party's right to unilaterally terminate a commercial contract?

June 01, 2017
An Ontario Superior Court decision determined that a dispute resolution provision was not ousted by the 'Notwithstanding anything to the contrary in this Contract' language in a termination provision. See instant case of Bombardier Transportation Canada Inc. v Metrolinx 2017 ONSC 2372 (CanLII).
Termination
Dispute Resolution
Commercial Activities
Dispute Resolution
Commercial Contract

Can a party forgo the process of arbitration when it is written into an agreement?

June 01, 2017
A court held that when the parties have clearly expressed their intention to submit disputes to arbitration, a party cannot opt out of the arbitration clause unless the contract expressly provides for this. See instant case of Okanagan Pellet Company Inc. v. Pinnacle Pellet Inc. 2012 BCSC 207 (CanLII).
Termination
Dispute Resolution
Dispute Resolution
Arbitration

Does a governing law clause have any bearing in decisions about extracontractual matters?

June 01, 2017
The Federal Court of Appeal used the governing law clauses in maritime supply contracts to determine the law governing the contracts, in spite of the fact that maritime liens are extra-contractual rights. See instant case of JPMorgan Chase Bank v. Lanner (The) [2009] 4 FCR 109, 2008 FCA 399 (CanLII).
Governing Law
Dispute Resolution
Arbitration
Maritime Supply Contract

In the absence of a governing law clause, what should be taken into consideration when deciding what law will govern a contract?

June 01, 2017
In determining what law should apply to a contract when the contract does not specifically state the applicable law, the courts will conduct an inquiry to ascertain the implied intention of the parties. See instant case of New Holland (Canada) Credit Company v. MacPherson 2003 CanLII 23201 (ON SC).
Dispute Resolution
Governing Law
Dispute Resolution
Choice of Law

Can unconscionability render an agreement (or parts of it) unenforceable?

June 01, 2017
Limitations of liability clauses and entire agreement clauses can be unenforceable because of unconscionability. In determining whether the clause is unconscionable a court will look at various factors such as the sophistication of the parties, the disparity in bargaining power and information, and failure to bring the clause to the attention of the party with less bargaining power.
Entire Agreement
Limitation of Liability
Consulting Agreement

What should a termination clause look like to qualify for use of the parol evidence rule?

June 01, 2017
If a termination clause is clearly worded and its meaning is clear and enforceable, the courts will likely apply the parol evidence rule with the result that a party whose contract is terminated will be unlikely to be able to establish that the termination clause was modified by a collateral contract.
Termination
Consulting Agreement
Notice of Termination

Can informal talks stand in for a clear and executed assignment clause in a contract?

June 01, 2017
A conditional, incomplete or vague assignment clause will not be enforced by the courts even between a subsidiary and parent company. A parent company that seeks to rely on the assignment of a contract cannot base its legal rights on the informalities that exist between it and the subsidiary. See instant case of KJM Leasing Ltd. v. Toronto-Dominion Bank 1989 CanLII 4646 (SK QB).
Assignment
Execution
PPSA

Why is it important to give notice of disclosure required by law?

June 01, 2017
Drafters need to ensure that confidentiality agreements entered into with experts require the expert to give notice to the disclosing party if the expert may be called upon to give expert evidence in a proceeding.
Confidentiality
Confidential Information
Confidentiality Agreement
Expert

Toronto Meets London as Smart Cities are on the Rise

May 29, 2017
Technology is developing at a quick pace, but so are cities. As cities get bigger, so too does the demand for growth in sectors like infrastructure, energy, and even niches like home improvement.
Announcements

How to Properly Sign a Contract - e-Signatures

May 26, 2017
Except for few specific circumstances, it is almost considered ancient to have parties to a contract physically meet up to a sign a contract in a boardroom. With the fast-paced lifestyles of most high-level executives, a more efficient method of signing contracts has been introduced: 'the e-Signature'.
Contract Drafting
Services
Master Services Agreement

Blog Bite: What is the strategic value of an 'action for declaration of non-infringement?'

May 25, 2017
This article posted on our partner site Mondaq.com reviews the case in which a golf ball manufacturer raised a complaint against Costco, who in turn brought an action for a declaration of non-infringement
Intellectual Property
Technology
Business
Ownership of Intellectual Property
Infringement of Third Party Intellectual Property
Intellectual Property Transfer
Litigation
IP Transfer
Blog Bites
USA
Canada (General)

What Voting Rights do Non-voting Shareholders Have?

May 12, 2017
This articles discusses the rights of non-voting shareholders for entrepreneurs and investors. A common question that entrepreneurs/inventors have when incorporating is how to structure their business.
ESOP
Employee
Articles of Incorporation
Shareholders Agreement