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Category Archives: Corporate Matters

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BC Government Seeks Input on Franchises Act (Disclosure) Regulation

Posted in Consumer Protection, Corporate Matters, Franchising, Legislation, Retailing

As we recently wrote about here and here, BC will soon become the sixth Canadian province to enact uniform franchise legislation. On October 20, 2015, Bill 38 – Franchises Act passed Third Reading in the BC Legislature. The Provincial Government is now seeking input on the Franchise Act (Disclosure) Regulation (the “Regulation”). The legislation will come into force only after the Regulation is complete. The following is a summary of what to expect from the Regulation.

The proposed Regulation will specify what information must be included in a disclosure document and the methods of delivery.

Franchisors will benefit from … Continue Reading

Bill 38 – Franchises Act Passes Third Reading in BC

Posted in Consumer Protection, Corporate Matters, Franchising, Legislation, Retailing

On October 6, 2015 the B.C. Provincial Government introduced Bill 38 – Franchises Act in the Provincial Legislature. We posted here, discussing the Bill’s primary contributions to the law governing franchises in B.C.

Since then, Bill 38 has moved quickly through the Legislature. It was debated during second reading and received broad support from both Government and Opposition members. On Tuesday, October 20, 2015, it was reported complete without amendment, read a third time, and passed. It is now in the final stage, awaiting Royal Assent. In due course, we will post a blog comparing B.C.’s franchise regime to … Continue Reading

Prepare to Launch – Part 1: Insights from Vancouver Start-up Week

Posted in Canadian Market Entry, Corporate Matters, Franchising, Retailing

Readers that are in the early stages of their business or approaching a growth phase may find this post http://www.canadiantechlawblog.com/2015/10/01/prepare-to-launch-part-1-insights-from-vancouver-startup-week/ by Genevieve Pinto and Maureen Gillis sharing insights from our recent Vancouver Start Up Week  Prepare to Launch panel event to be of interest.  Emerging consumer products and retail businesses are at the forefront of innovation, driving technological change and addressing changes in consumer spending habits.  The advice for start ups shared by our panel of experts will be very relevant to emerging and expanding consumer products and retail businesses.

 … Continue Reading

The Enforcement Begins: Highlights of the CRTC FAQ Updates on CASL

Posted in Consumer Protection, Corporate Matters

CASL came into effect on July 1, 2014, including the provisions for sending commercial electronic messages (“CEM”) (section 6) and installing computer programs (section 8).   Since July 1, 2014, it is reported that the CRTC has received more than 1,000 complaints.  Hence, awareness of this new law is spreading quickly, and as such so should attempts by organizations to become compliant.

The CRTC FAQs on Canada’s new Anti-Spam Legislation (“CASL”) were updated on July 4, 2014.  We covered the revisions made to the FAQs in May 2014 in a previous blog post.  The updated FAQs … Continue Reading

Identifying and Managing Legal Risks in the Retail Setting

Posted in Consumer Protection, Corporate Matters, Retailing

One of the most exciting aspects of the retail world is the multiplicity of ways in which retailers interact with their customers – through their branding and messaging; online in various ways; and in their bricks-and-mortal retail spaces.  These interactions create business opportunities, but they also create risks that can be complex to manage.  The costs of poor risk management are higher than ever given how social media permits customers to record and share their retail or consumer product experiences with each other, whether they are good or bad.  Furthermore, regulators are taking an increasing interest in product liability and … Continue Reading

The Tort of Intrusion Upon Seclusion Meets Class Action Certification: Part II

Posted in Corporate Matters

In Part I of this blog, I canvassed the decision Evans v Bank of Nova Scotia (“Evans”)[1] wherein the Ontario Superior Court certified a class action proceeding for allegations concerning a breach of privacy rights through the tort of intrusion upon seclusion first set out in Jones v Tsige (“Jones”)[2].

In the wake of recent massive security breaches reported by retailers such as Target and Neiman Marcus, the availability of the tort of intrusion upon seclusion as a class action matter should concern retailers and other consumer facing businesses.… Continue Reading

The Tort of Intrusion Upon Seclusion Meets Class Action Certification: Part I

Posted in Corporate Matters, Employment and HR

In Evans v Bank of Nova Scotia (“Evans”)[1], the Ontario Superior Court certified a class action proceeding for allegations concerning a breach of privacy rights through the tort of intrusion upon seclusion. This decision set a precedent for the low bar of certification in class actions concerning breaches of information privacy, which may be of some concern to retailers and consumer products distributors that handle consumer personal information.

The Case

Justice Smith heard a motion in Evans to certify class proceedings by plaintiffs claiming that the Bank was vicariously liable for the actions of an employee … Continue Reading

Canada’s Anti-Spam Law is Coming – Are You Ready?

Posted in Canadian Market Entry, Consumer Protection, Corporate Matters, Franchising, Retailing

The following snIP/ITs blog post by Charles Morgan and Puneet Soni may be of interest to readers of this blog:

Canada’s Anti-Spam Law is Coming – Are You Ready?

Industry Minister James Moore announced today that most of Canada’s long-anticipated anti-spam/malware legislation (“CASL” for short) will be coming into force on July 1, 2014. As part of today’s announcement, Industry Canada also released a significantly revised and final version of its important CASL regulations.

CASL is widely considered to be the toughest commercial electronic messaging legislation in the world, and its coming into force will have significant implications … Continue Reading

Fashion Law and Business: Brands & Retailers

Posted in Branding, Corporate Matters, Employment and HR, Retailing

For those interested, Fashion Law and Business: Brands & Retailers by Lois Herzeca and Howard Hogan was recently published, and is available for purchase here.

The book unravels the complexities of the global fashion industry, and provides guidance on the wide range of legal and business issues faced by fashion industry participants, including designers, suppliers, manufacturers of apparel and accessories, and retailers. It covers the following topics:

  • the considerations involved in starting a company in the fashion industry, including developing a business plan, determining the form and structure of the legal entity, and obtaining financing
  • how patent, trademark and
Continue Reading

Competition Bureau Announced That It Will Not Appeal Credit Cards Decision

Posted in Corporate Matters






Canada’s Commissioner of Competition (Commissioner) announced today that it would not appeal the Competition Tribunal’s (Tribunal) decision to dismiss a case it brought against Visa Canada Corporation (Visa) and MasterCard International Incorporated (MasterCard).

Earlier this year, the Tribunal rejected the Commissioner’s complaint that credit card companies had engaged in price maintenance within the meaning of section 76 of the Competition Act; confirming that credit card networks do not engage in resale price maintenance in carrying on their business activities.

For additional information on the Tribunal’s reasons, please see http://www.mccarthy.ca/article_detail.aspx?id=6431.… Continue Reading

Distance Contracts – What You Should Know About Sales Over the Internet in Québec

Posted in Consumer Protection, Corporate Matters

Québec’s Consumer Protection Act deems sales made over the Internet with residents of the province to be subject to Québec law. Such sales are termed “distance contracts” and are subject to the formal and substantive provisions of the Act.

The distance contract provisions under the Act are very similar to provisions that have been adopted under the e-commerce legislation in other provinces, since they are based on the Internet Sales Contract Harmonization Template, but the substantive provisions of Québec law relating to warranties, together with the regulations concerning advertising, impose additional obligation on Internet vendors.… Continue Reading

Franchise Lessons to Be Learned From the Shoppers Drug Mart Certification Decision

Posted in Corporate Matters, Franchising

The Shoppers Drug Mart franchisees recently took another step forward in their class action lawsuit. Building on his earlier decision discussed here, Justice Perell for the Ontario Superior Court of Justice (ONSC) certified a number of elements of the plaintiffs’ action as a class proceeding. In this article, we have focussed on the three aspects of the decision that, in our view, are most significant to franchise and distribution systems.… Continue Reading

Ontario Court of Appeal Considers Scope of Franchisor’s Duty to Disclose Outside Mandatory Disclosure Context

Posted in Corporate Matters, Franchising, Real Estate

In an important new decision for franchisors, 3574423 Canada Inc. v. Baton Rouge Restaurants Inc. (Baton Rouge), the Ontario Court of Appeal (ONCA) recently considered the scope of informational disclosure a franchisor is required to provide to one of its franchisees outside the context of statutory disclosure obligations. In Baton Rouge, the ONCA considered the scope of a franchisor’s duty of good faith when supplying an existing franchisee with information concerning a new location.

This appeal was from a 2012 trial decision of Justice Brown, which we previously discussed here. The trial decision clarified a number of issues … Continue Reading