September 22, 2020Finding that there’s a critical detail missed is the kind of error that shocks business parties and fills lawyers with dread - because if the parties can't come to a compromise, the end up in court.In this case, here's how they solved this problem.
May 25, 2017This article posted on our partner site Mondaq.com discusses the new 'Freelance Isn't Free' Act in effect in New York City, and the new requirements it establishes for all hiring parties, whether a corporation or an individual, who engage services from freelance workers.
May 17, 2017This article posted on our partner site Mondaq.com seeks to explain the purpose of a specific provision in governing law clause 'without regard to conflict of law principles'.
May 05, 2017Contracts won’t be enforceable if they’re unconscionable and, in making enforceability determinations, courts give significant weight to public policy.
April 27, 2017This article posted on our partner site Mondaq.com states that the Labour Court in Belgium rejected evidence obtained unlawfully by an employer.
April 27, 2017This article posted on our partner site Mondaq discusses the enforceability of Employment Agreements executed shortly after an employee commences work.
March 23, 2017This article posted on our partner site Mondaq.com reveals the limited applicability of the common interest doctrine, which protects parties' express agreement to shield their communications.
March 16, 2017This article posted on our partner site Mondaq.com discusses an Alberta case to illustrate that Court's will enforce written agreements even where both parties have ignored the written agreement.
February 20, 2017This article posted on our partner site Mondaq.com states that it is now possible to incorporate a company with equity and with reduced costs and fees via an alternative structure to the ordinary Limited Liability Company.
February 17, 2017This article posted on our partner site Mondaq.com discusses the procedure, documents and eligibility requirements to incorporate a company in Nigeria.
January 26, 2017This article posted on our partner site Mondaq.com looks at case law to show that if a contract does not include an entire agreement clause, materials other than the contract (e.g., emails) can be construed by the courts as part of the agreement and factor into the case at hand.
January 19, 2017This article posted on our partner site Mondaq.com discusses how the SBA issued proposed rules that would establish a government-wide mentor-protege program for all small business types.
January 05, 2017This article posted on our partner site Mondaq.com explores the doctrine of good faith and how parties may achieve some measure of certainty as to how it might apply in a legal landscape in which the doctrine is not defined in statute nor applied according to a consistent test in common law.
December 01, 2016This article posted on our partner site Mondaq.com looks at case law to show how in some instances indemnification can be argued as a party waiving its right to limit its liability.
November 21, 2016This article posted on our partner site Mondaq.com stresses the importance of determining ownership of Intellectual Property (IP) within a contract when dealing with independent contractors.
November 15, 2016This article posted on our partner site Mondaq.com outlines a recent Alberta Court of Appeal decision involving an entire agreement clause.
November 04, 2016This article posted on our partner site Mondaq.com highlights the benefits and advantages of incorporating in Panama, including tax benefits, less strict meeting requirements, and the free movement of funds absent in a bi-lateral agreement.
October 07, 2016This article posted on our partner site Mondaq.com addresses how small businesses can prevent losing contracts with government agencies when they are affiliated with a larger firm.
August 11, 2016This article posted on our partner site Mondaq.com critically examines the claim that joint ventures are riskier than other contracting structures.
August 11, 2016This article posted on our partner site Mondaq.com discusses a recent case where the High Court permitted a university to disclose personal information of a student accused of sexual assault.
August 10, 2016This article posted on our partner site Mondaq.com talks about how businesses may desire to jointly solve problems under a mentor-protege definition, that, under specific rules, might trigger a definition of an 'affiliated business'.
June 06, 2016This article posted on our partner site Mondaq.com discusses this recent Federal Court of Australia decision in which an American refund policy violated Australian consumer legislation. The court fou...
June 01, 2016This article posted on our partner site Mondaq.com explores the benefits to Canadian entrepreneurs of using both Canadian and American based corporations.
May 20, 2016This article posted on our partner site Mondaq.com discusses the significance of two immunity provisions that apply to whistleblowers contained in new federal law (the Defend Trade Secrets Act).
May 20, 2016This article posted on our partner site Mondaq.com is discussing how companies can better prepare their privacy matters to mitigate issues with trade secrets and intellectual property.
May 05, 2016This article posted on our partner site Mondaq.com the author advises businesses on how they can update terms of use agreements. The author recommends websites make users agree to the modified terms...
April 29, 2016This article posted on our partner site Mondaq.com speaks about how online businesses can ensure that their website terms of use is enforceable. The author recommends that the website terms of use be...
March 04, 2016This article posted on our partner site Mondaq.com highlights the importance of obtaining the broadest possible rights in intellectual property created by an independent contractor in the course of their work for the hiring party (also known in the US as "work made for hire").
February 22, 2016This article posted on our partner site Mondaq.com discusses the decision-making of the location of the registered office (and books and records) as a strategy to choose the venue for litigation.
February 17, 2016This article posted on our partner site Mondaq.com looks at the growing relationship of Switzerland to Asia by means of a free trade agreement that creates prospects for growth through mergers and acquisitions in a variety of industries.
February 15, 2016This article posted on our partner site Mondaq.com discusses how parties who are from different provinces can decide together upon what governing law their contract shall preside under.
February 02, 2016This article posted on our partner site Mondaq.com looks at the relationship between shippers and railways to discuss how the latter's liability can be limited for third party claims.
January 11, 2016This article posted on our partner site Mondaq.com explains the benefits of a shareholders' agreement by analogizing the agreement to a marital agreement as well as descussing compulsory buy-out clauses.
October 14, 2015This article posted on our partner site Mondaq.com looks at a Supreme Court decision in 2011 which mandated that courts should not dump the entire agreement as long as it can be enforced after severing the provisions which are unconscionable.
October 09, 2015This article posted on our partner site Mondaq.com uses case law to illustrate that the Courts in India have not offered consistent decision whether parties can rely on foreign law to settle disputes.
October 01, 2015This article posted on our partner site Mondaq.com discusses the importance of effective privacy guidelines, policies, and procedures relating to video surveillance on school property.
August 20, 2015This article posted on our partner site Mondaq.com looks at how limitation of liability is negotiated against indemnity through measures like caps, time periods, and using qualifying language in the agreement.
August 18, 2015This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses since courts are more and more taking into account pre-contractual and post-contractual details in cases.
April 24, 2015This article posted on our partner site Mondaq.com discusses the impact of the ratified Amendment 884 to the Alabama Constitution. The author states that with this amendment, Courts will not enforce foreign law if it contradicts Alabama law.
April 22, 2015This article posted on our partner site Mondaq.com discusses the changing regulations after a federal statute was enacted that prohibited federal funds to go to corporations who had confidentiality agreements which prevented the employees from reporting fraud, waste, or abuse to agencies.
April 13, 2015This article posted on our partner site Mondaq.com discusses the benefits and, more importantly, the risks associated with designating workers as independent contractors in a contract.
March 05, 2015This article posted on our partner site Mondaq.com outlines the requirements of incorporating in Gambia and its desirable characteristics.
February 02, 2015This article posted on our partner site Mondaq.com pinpoints notable features of the Russian Federation's Civil Code with respect to independent contractor agreements such as mandatory provisions, and more.
January 05, 2015This article posted on our partner site Mondaq.com discusses the main issue of whether extrinsic evidence should be considered if it contradicts the evidence of the contract.
December 01, 2014This article posted on our partner site Mondaq.com provides an overview of the guidance provided by the Canadian Privacy Commissioners for compliance of privacy laws.
November 23, 2014This article posted on our partner site Mondaq.com discusses the use of a shareholders' agreement to confront the challenges that arise when building a successful company.
September 24, 2014This article posted on our partner site Mondaq.com refers to a recent Tax Court of Canada decision to make it clear that a corporation can now receive the tax benefits offered to Canadian-Controlled Private Corporations even though the majority of its shareholders are non-residents.
September 09, 2014This article posted on our partner site Mondaq.com identifies primary concerns for a firm considering to enter a joint venture agreement viz. non-competition, confidentiality, liquidation clauses and defining the scope of the business opportunities.
August 01, 2014This article posted on our partner site Mondaq.com discusses the method in which a foreign company may establish itself in Brazil, either through a branch or subsidiary.
July 08, 2014This article posted on our partner site Mondaq.com describes the features of a corporation in Ireland, notably that the company must have a real and substantive presence in Ireland and not merely a local registered office.
June 26, 2014This article posted on our partner site Mondaq.com documents various requirements for the incorporation of Hong Kong private limited companies.
May 16, 2014This article posted on our partner site Mondaq.com discusses how employers can avoid having their independent contractors classified as employees. The author discusses recent cases to suggest that employers should refrain from.
April 28, 2014This article posted on our partner site Mondaq.com details the various types of business entities in Russia and regulatory issues which may arise in a joint venture.
April 28, 2014This article posted on our partner site Mondaq.com describes the various corporate vehicles available in Russia, including a Russian joint stock company, a Russian limited liability company and a nonn-Russian company with a wholly-owned Russian operating subsidiary.
March 12, 2014This article posted on our partner site Mondaq.com discusses how time restrictions for sale, approval mechanism, allocation of risk among other things, are considerations for the entry and exit of new joint venture members.
March 12, 2014This article posted on our partner site Mondaq.com describes mechanisms for disincentivizing default and managing the default and remedy process.
March 12, 2014This article posted on our partner site Mondaq.com speaks to questions like, how important is setting out the individual and joint responsibilities?
March 12, 2014This article posted on our partner site Mondaq.com talks about how joint venturers may be found jointly and severally liable to their counterparties.
March 05, 2014This article posted on our partner site Mondaq.com looks at case law to discuss how the level of sophistication of parties can determine the enforceability of entire agreement clauses.
February 25, 2014This article posted on our partner site Mondaq.com seeks to answer the question of when does the tax authority need to be notified when a non-profit changes their mission.
January 28, 2014This article posted on our partner site Mondaq.com points out the effect the Personal Property Securities Act (PPSA) can have upon documentation for joint ventures.
December 11, 2013This article posted on our partner site Mondaq.com illustrates why indemnification clauses should not be considered boilerplate, and why they should be reviewed frequently.
December 04, 2013This article posted on our partner site Mondaq.com provides an extensive guide on both incorporating a business in the province of British Columbia, as well as the laws governing business regulation in general.
November 20, 2013This article posted on our partner site Mondaq.com talks about recent cases to illustrate the potential conflicts that can result from an uncertain termination date.
November 13, 2013This article posted on our partner site Mondaq.com highlights some considerations for software licensees and licensors vis-a-vis governing law and dispute resolution.
October 23, 2013This article posted on our partner site Mondaq.com sets out and discusses the various structures non-profit organizations can use to combine activities.
October 15, 2013This article posted on our partner site Mondaq.com informs the directors, officers, and other staff of non-profit organizations of the fifteen most common pitfalls with respect to their corporate by-laws and the ways to avoid them.
October 08, 2013This article posted on our partner site Mondaq.com discusses implied fiduciary duties into joint venture agreements, specifically the duties to act in good faith and to not misuse venture revenues.
October 01, 2013This article posted on our partner site Mondaq.com states that entire agreement clauses can be used to prevent consumers from relying on promises from software vendors that are not exclusively in the written agreement.
August 25, 2013This article posted on our partner site Mondaq.com discusses whether a non-competition clause in a joint venture agreement is permissible under China's 2008 Anti-Monopoly Law.
August 19, 2013This article posted on our partner site Mondaq.com advises businesses on how they can insulate themselves from competitors (or opportunistic joint venture partners) seeking to poach employees or solicit clients.
July 30, 2013This article posted on our partner site Mondaq.com cautions against hasty termination of employees and briefly sets out guidelines to minimize the risk of wrongful dismissal.
July 22, 2013This article posted on our partner site Mondaq.com discusses a recurring problem of parties purporting to bind third parties to a contract. The author makes it clear that merely mentioning an individual or entity in a contract is insufficient to legally bind the individual or entity.
July 19, 2013This article posted on our partner site Mondaq.com explores five of the most common clauses in shareholders' agreements: shotgun clause, hard right of first refusal, soft right of first refusal, drag along provision and tag along provision.
July 14, 2013This article posted on our partner site Mondaq.com states that joint ventures risk foregoing their limited exceptions under the Competition and Consumer Act (CCA) by agreeing to engage in joint pricing, joint advertising, and/or selling to a single customer.
July 04, 2013This article posted on our partner site Mondaq.com discusses a recent decision by the BC Supreme Court. The author explains that the decision indicates that Courts are prepared to treat policy breaches very seriously.
June 21, 2013This article posted on our partner site Mondaq.com explains that an independent contractor cannot be asked to agree to a non-competition clause.
June 21, 2013This article posted on our partner site Mondaq.com states that independent contractors can sign confidentiality agreements, but employers who wish to maintain the independent contractor status (e.g., to avoid compliance with employee protection laws) cannot require them to sign non-compete agreements.
June 21, 2013This article posted on our partner site Mondaq outlines that if an employer attempts to hire someone as an independent contractor instead of an employee for benefits such as Obama care and minimum wages, they should not include a non-competition clause.
June 14, 2013This article posted on our partner site Mondaq.com discusses some of the legal questions that corporations wishing to financially support a registered charity using company time or money should ask themselves before doing so through gift or sponsorship.
May 30, 2013This article posted on our partner site Mondaq denotes the significance of an Ontario Superior Court decision regarding the non-exclusive nature of a Consulting Agreement
April 22, 2013This article posted on our partner site Mondaq.com explains why employers should include confidentiality clauses in their consulting agreements, and how to properly draft confidentiality clauses.
March 05, 2013This article posted on our partner site Mondaq.com describes the five types of companies that could be incorporated under the BVI Business Companies Act.
January 22, 2013This article posted on our partner site Mondaq.com discusses the importance of a choice of law and venue clause and why they are beneficial for a contracting party.
December 11, 2012This article posted on our partner site Mondaq discusses whether a Physician Employment Agreement can be terminated without cause or litigation.
October 22, 2012This article posted on our partner site Mondaq.com posits that the Courts in Australia have been inconsistent on deciding if an entire agreement clause can prevent claims of estoppel.
October 17, 2012This article posted on our partner site Mondaq.com explains the steps to incorporation in Sri Lanka and the required characteristics of an incorporated company.
September 13, 2012This article posted on our partner site Mondaq.com is about how relevant the provisions of a USA are for determining tax status particularly as a Canadian controlled private corporation.
July 18, 2012This article posted on our partner site Mondaq.com advises businesses to ensure that governing law clauses are drafted so as to clearly identify what law will govern claims arising from disputes between parties to an international contract.
July 17, 2012This article posted on our partner site Mondaq.com looks at case law to discuss how employers should be wary of the liability that can come with terminating older and/or long-term employees.
June 11, 2012This article posted on our partner site Mondaq.com states that the inclusion of an expressed duty of good faith can have several consequences to parties of a joint venture agreement.
June 11, 2012This article posted on our partner site Mondaq.com notes the difficulty of establishing successful joint ventures in the Chinese market, suggests some best practices, and to avoid the common practice of non-compliance with the law through maintaining comprehensive legal documentation on matters like ownership and management.
April 26, 2012This article posted on our partner site Mondaq.com uses case law to illustrate that the parties' home jurisdiction may not always be the best jurisdiction for choice of law.
February 29, 2012This article posted on our partner site Mondaq.com discusses benefit corporations and flexible purpose corporations, two subtypes of traditional business corporations that can be organized under the the California Corporations Code (as of 2012).
February 20, 2012This article posted on our partner site Mondaq.com relies on a recent judicial holding to illustrate that parties of a joint venture agreement may have an implied obligation to act with good faith.
December 13, 2011This article posted on our partner site Mondaq.com discusses the Supreme Court's decision in IHAG-Holding AG v. Intrawest Corporation, to look at a case where an entire agreement was not enforced.
October 31, 2011This article posted on our partner site Mondaq.com discusses a Quebec decision to illustrate the circumstances where a Court will consider pre-contractual evidence, not withstanding an entire agreement clause.
September 29, 2011This article posted on our partner site Mondaq.com advises that a business seeking to recover assets placed into a joint venture following the bankruptcy of the other parent company should carefully draft the relevant contractual provisions to secure themselves against creditors' claims that their interests were prejudiced.
June 14, 2011This article posted on our partner site Mondaq.com points out that the language of indemnity (maximizing damages received) is at odds with that of limitation of liability (minimizing damages given), so they should be considered in conjunction.
May 18, 2011This article posted on our partner site Mondaq.com looks at the purpose of the governing law clause and considerations parties should make, like having a real and substantial connection to the location, among others.
February 24, 2011This article posted on our partner site Mondaq.com states that Norwegian procedural rules, and some overriding mandatory rules will be followed whenever a hearing takes place in Norway.
February 18, 2011This article posted on our partner site Mondaq.com discusses certain issues that should be resolved and addressed when developing a shareholders' agreement.
March 24, 2010This article posted on our partner site Mondaq.com lays out an algorithmic approach to entering a joint venture agreement and considerations or priorities at each stage of the decision-making process.
December 16, 2009This article posted on our partner site Mondaq.com points out that if this clause is worded too broadly or ambiguously, the courts can interpret it as disproportionately benefiting the party putting it forth and therefore invalidate it.
May 07, 2009This article posted on our partner site Mondaq.com posits that amendments to contractor agreements are rarely, if ever, made for the benefit of the contractor. As such, it is imperative for contractors to remain vigilant regarding seemingly innocuous amendments.
October 14, 2008This article posted on our partner site Mondaq.com looks into the problems involved in corporate group restructuring in joint venture companies. Change-of-control clauses are used to protect unwanted changes and improve the position of the joint venture partner.
October 05, 2008This article posted on our partner site Mondaq.com highlights the provisions in the Companies (Guernsey) Law, 2008, which is intended to assist with understanding specific provisions related to incorporation.
June 05, 2008This article posted on our partner site Mondaq.com discusses governing law clauses, jurisdiction clauses and litigation/mediation clauses.
January 04, 2007This article posted on our partner site Mondaq.com looks at a judgement where a court found that a company that was owed fees by a director who assured he would pay did not constitute a guarantee.
June 06, 2006This article posted on our partner site Mondaq.com cautions against prematurely sharing information or integrating personnel before closing a joint-venture agreement.
March 28, 2006This article posted on our partner site Mondaq.com discusses a US Supreme Court decision where the court held that two traditional competitors that form a joint venture can, pursuant to the purpose of the venture, set a fixed price for products sold under each of the joint venture's members brand names.
December 01, 2004This article posted on our partner site Mondaq.com is a guide to the evaluative criteria used by the Department of Housing and Urban Development (HUD) in determining whether a joint venture between a mortgage company and title company is a 'sham controlled business arrangement'.
May 14, 2004This article posted on our partner site Mondaq.com describes some of the considerations for the joint-venturing of a not-for-profit and for-profit entity.
March 29, 2000This article posted on our partner site Mondaq.com discusses 'swaps' of assets instead of cash consideration between organizations as a creative way to avoid triggering a pre-emptive right or right of first refusal in a joint venture agreement.
February 21, 2000This article posted on our partner site Mondaq.com provides a summary of the principal provisions of the International Business Companies Act, which is the statute that governs or the incorporation, registration and operation of International Business Companies in the Bahamas.
May 20, 1997This article posted on our partner site Mondaq.com describes International Companies (ICs) and its main features: tax exemption, capital requirements, filing requirements, and meeting locations.