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Category Archives: Retailing

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Ontario Court of Appeal Narrows the Availability of Franchise Rescission

Posted in Franchising, Retailing

On January 25, 2018, the Ontario Court of Appeal (the “OCA”) released its much-anticipated decision in Raibex Canada Ltd. v. ASWR Franchising Corp. In a business-friendly decision overturning the lower court’s decision, the OCA narrowed the availability of rescission for franchisees, reinforcing the importance of recognizing the distinction between “no disclosure” and “imperfect disclosure”, and further re-focusing the test for the availability of rescission under s. 6(2) of the Arthur Wishart Act (Franchise Disclosure) (the “Act”) to an analysis of whether the franchisee was effectively deprived of the opportunity to make an informed investment decision.

 There are four key takeaways Continue Reading

Now Available! First edition of Cross-Border: A Retailer’s Guide To Doing Business in Canada

Posted in Canadian Market Entry, Cross-Border Transactions, Franchising, Retailing

Growing your retail business, or looking to set up shop in Canada? Check out Cross-Border: A Retailer’s Guide to Doing Business in Canada available now. This comprehensive resource offers an overview of the legal aspects of establishing and operating a retail business in Canada. It draws from the top-tier expertise developed by McCarthy Tétrault’s market-leading Retail and Consumer Markets Group and their unparalleled experience in the Canadian Consumer Products, Food, Beverage & Agribusiness, Franchise & Distribution, Hospitality and Retail sectors.

Download a copy here.… Continue Reading

Department of Finance Releases Consultation Paper on New Retail Payments Oversight Framework Providing for Functional Regulation of Payment Service Providers

Posted in Retailing

In a consultation paper entitled “A New Retail Payments Oversight Framework” released on July 7, 2017, the Department of Finance proposed a federal oversight framework that would apply to payment service providers such as Fintech entities in the payment space as well as more traditional payment entities such as merchant acquirers. On McCarthy Tétrault’s Cyberlex Blog, Ana Badour and Kirsten Thompson provide an overview of the consultation paper.

Key elements of the framework which may be of interest to readers of the Consumer & Retail Advisor blog include the registration requirement for payment service providers, end-user fund safeguarding Continue Reading

Retail Sector in the Crosshairs of the Changing Workplaces Review Final Report: 10 Ways Retailers Could Be Impacted

Posted in Employment and HR, Franchising, Retailing

Premised on the theory that vulnerable workers and precarious employment exists in Ontario and needs to be addressed, the Final Report of the Changing Workplaces Review contains 173 recommendations, many of which focus specifically on the retail sector.  Below we identify ten recommendations that are likely to have a significant impact on retailers.

As previously mentioned on this blog, the Government of Ontario has now released the Final Report of the Changing Workplaces Review, which recommends a number of changes to Ontario’s Employment Standards Act, 2000 (“ESA”) and Labour Relations Act, 1995 (“LRA”). The Final Report specifically identifies the … Continue Reading

Key Takeaways – 7th Annual Consumer Products and Retail Summit

Posted in Events, Legislation, Retailing, Trade

McCarthy Tetrault’s 7th Annual Consumer Products and Retail Summit was held on February 23, 2017. Here are our key takeaways from the Summit:

Visions of the Changing Retail Industry

Erol Uzumeri, Searchlight Capital Partners

  •  The major trends impacting the consumer sector include: experience economy, digital disintermediation, silver economy, convenience, personalization and authenticity;
  • Successful retailers need to leverage their customer data to address consumers’ changing preferences;
  • Retailers need to carefully consider the investments required to create clear and differentiated positioning and cannot afford to remain stationary with the factors impacting the consumer sector on a daily basis.

Transactional Trends and Issues Continue Reading

Additional Protection from Suppliers in Patent Infringement Actions

Posted in Intellectual Property, Retailing


Large retailers have been sued for patent infringement in recent years in relation to distributing a supplier’s products that allegedly infringe a third party’s intellectual property.  Though suppliers can sometimes be properly named as defendants in such actions, more often patentees have named only retailers.  More generally, any Canadian business selling products made in whole or in part outside of Canada could itself be subject to a claim for patent infringement.

In these situations it is important for such businesses to have strong indemnities in place to ensure that they will be properly compensated for losses arising as a … Continue Reading

Alberta Extends Mature Franchisor Exemption to 2021

Posted in Consumer Protection, Franchising, Legislation, Retailing

The Alberta government has recently decided to extend its Mature Franchisor Exemption under the Franchises Act until its next review in 2021. Under the Franchises Act Exemption Regulation, large franchisors meeting certain financial thresholds and holding a high level of operational experience are exempt from including financial statements as part of their Franchise Disclosure Document to prospective franchisees. In extending this exemption, the Alberta government has kept its legislation consistent with other provincial franchise legislation. Going forward, this move should help Alberta to remain attractive to franchise system investors.… Continue Reading

What’s Critical to Succeeding in our Changing Retail Landscape

Posted in Branding, Retailing

*This is a guest post by Mirella Pisciuneri and Katherine Forbes of Richter Advisory Group. The opinions expressed in this article do not necessarily represent the views of McCarthy Tétrault. 

Roughly one decade ago, there was much speculation as to how Canadian retail brands would fare when international fast-fashion chains began opening stores in Canada. In addition, while new chains have made their presence known across the country and with increasing consolidation and emphasis on ecommerce, the retail market has become increasingly interesting to watch.

Large and established fast fashion brands of significant scale are often vertically integrated, with a … Continue Reading

Lessons from the Consumer Products and Retail Summit: Are Bricks and Mortar Stores Still Relevant?

Posted in Retailing

In follow up to McCarthy Tetrault’s 6th Annual Consumer Products and Retail Summit held on February 25, 2016, the Consumer & Retail Advisor Blog editor team is publishing a series of posts elaborating on the top takeaway tips from the Summit.

We begin with a post on lessons learned regarding the ongoing relevance of bricks and mortar stores, courtesy of our guest authors Mirella Pisciuneri and Katherine Forbes from Richter:

In 2015, the retail industry was plagued with bad news and disappointing earnings. Many retailers closed their doors in Canada, including MEXX, Jacob, Target and Future Shop; and others restructured: … Continue Reading

Takeaways – McCarthy Tétrault’s 6th Annual Consumer Products and Retail Summit

Posted in Branding, Competition, Distribution, Employment and HR, Events, Franchising, Real Estate, Retailing, Shopping Centres

McCarthy Tetrault’s 6th Annual Consumer Products and Retail Summit was held on February 25, 2016. Here are our key takeaways from the Summit, including practical tips from each of our topics:

Trends and Lessons Learned from Recent Retail Restructurings
Katherine Forbes and Mirella Pisciuneri, Richter Advisory Group

  • E-commerce is here to stay and is key to success, but only as part of a strategy combined with ‘bricks & mortar’ to create a customer experience
  • Vertical integration and comprehensive merchandise planning are critical for reducing costs and improving profit margins
  • Make the most of available consumer profile information, but be mindful
Continue Reading

McCarthy Tétrault’s 6th Annual Consumer Products and Retail Summit

Posted in Branding, Competition, Consumer Protection, Events, Product Liability, Real Estate, Retailing, Trade

McCarthy Tétrault’s multidisciplinary Consumer Products and Retail Group is hosting our sixth annual national McCarthy Tétrault Consumer Products & Retail Summit, which will provide practical tips to address timely issues facing retailers and consumer facing businesses today.

Richter Advisory Group Inc. will discuss key trends and lessons learned from recent restructurings in the retail sector.

This will be followed by our panels of experts who will discuss the following topics:

  • Real estate issues, including the impact of e-commerce on “bricks and mortar” and leasing strategies;
  • Recent developments in competition law, including compliance policies, the display of prices and current priorities
Continue Reading

Canada’s Anti-Spam Legislation: Considering CASL in Business Transactions

Posted in Consumer Protection, Legislation, Retailing

Since coming into force on July 1st, 2014, Canada’s Anti-Spam Legislation (“CASL”) has created new concerns and risks that must be addressed in business transactions. This post reviews those concerns in the context of asset acquisitions, specifically the risks associated with the transfer of CASL consents for the purposes of sending marketing messages to business customers. Given the volume of marketing and customer contact conducted by retailers and consumer products distributors, this may be of particular concern in acquisitions of consumer facing businesses or businesses that manufacture consumer products. A retailer or distributor that fails to address these … Continue Reading

Ontario Court Grants Injunction to Protect Franchisor from Rogue Franchisees

Posted in Consumer Protection, Franchising, Litigation, Retailing

In Home Instead Inc. v. 244674 Ontario Inc. et al. (“Home Instead”), the Ontario Superior Court of Justice (the “Court”) considered the granting of an injunction against the franchisees, 244674 Ontario Inc. et al. (“244”) leading to the termination of their businesses where the goodwill and reputation of Home Instead (the “Franchisor”) was at stake. The two principles Mr. Weinert and Ms. Reid were allegedly operating their two separate franchises in common ownership in breach of the terms of their respective franchise agreements. Their franchise agreements did not permit the operation of … Continue Reading

Ontario Court Denies Leave to Appeal for Addison Chevrolet

Posted in Consumer Protection, Franchising, Retailing

On October 30, 2015, the Divisional Court dismissed a motion brought by the Plaintiff franchisees for leave to appeal the decision of the Ontario Superior Court of Justice in Addison Chevrolet Buick GMC Ltd. v. General Motors of Canada Ltd. In that decision, General Motors of Canada successfully struck four paragraphs of the statement of claim as it related to the duty of good faith. A summary of that decision can be found in the following link:

https://www.consumerretailadvisor.com/2015/08/not-everyone-is-a-party-some-comfort-for-foreign-franchisors/… Continue Reading

Every Innovative Company Needs an IP Strategy

Posted in Intellectual Property, Retailing

The following post by Judith McKay, Lisa Melanson, Steve Mason, Vincent K.S. Yip, Ana Badour, Aaron Wenner and Avi Bourassa on McCarthy Tetrault’s blog snIP/ITs , may be of interest to our readers: Every Innovative Company Needs an IP Strategy.

The post discusses how successful retailers are turning into tech companies to attract customers with superior on-line and in-store experiences. Like tech companies,  retailers need sophisticated Intellectual property strategies to protect and capitalize on innovation.

 … Continue Reading

McCarthy Tétrault Continuing Professional Development Day: The year in review in the fields of consumer goods, retailing and franchising in Québec

Posted in Franchising, Retailing

McCarthy Tétrault multidisciplinary teams working in the fields of consumer goods, retailing, franchising and distribution are hosting a luncheon during which we will discuss the developments of particular interest for Québec retailers in 2015.

Mr. Peter Simons, with by Mtre David Blair, will discuss the expansion of the Maison Simons and the evolution of the retail sales.

This will be followed by our panel of experts who will discuss the following topics:

  • Ordinary sale price under the Competition Act – is it time to review your corporate compliance policy?
  • Mixed use of co-ownership. Merchants and residents: how to ensure a
Continue Reading

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

Why Aren’t More Grocery Stores in BC Selling Liquor?

Posted in English, Real Estate, Retailing

The following post by Craig Shirreff on the Lay of the Land, a blog which provides information and insight into Canada’s real estate sector, may be of interest to our readers: Why Aren’t More Grocery Stores in BC Selling Liquor?

The post discusses the significant impediments to the sale of liquor by grocery stores in British Columbia which include licensing restrictions and the satisfaction of municipal requirements.

 … Continue Reading

Vancouver Enacts Bylaws to Regulate Medical Marijuana-Related Retail Businesses

Posted in Legislation, Retailing

Medical marijuana is becoming big business. Recently, it was announced that two titans in the medical growing sphere have agreed to merge in a $58-million deal expected to close in August. The headlines in Vancouver relate to the recent boom in medical marijuana-related storefront “dispensaries.” Over the last two years, the number of these retail businesses in the City has grown by 100 percent each year. As of April 2015, the City reported that there were over 80 such businesses operating in Vancouver without a business licence.

On June 24, 2015, Vancouver became the first city in Canada to regulate … Continue Reading

Freight Charges: Avoid Paying Twice

Posted in Customs and Duties, Retailing

As shippers, Canadian retailers and manufacturers should be aware of potential liabilities related to payment of freight charges. The transportation of a product commonly involves several stakeholders: freight forwarders or brokers and multiple carriers. Who should then be paid?

In the province of Quebec, the shipper is discharged by paying one of the carriers. The outstanding carriers must then address their claims to the paid carrier. However, payment of the freight charges directly to a broker does not generally discharge a shipper of its liability to the carriers.

Where a shipper can get involved in a dispute over the payment … Continue Reading

Government of Québec Proposes New Regulation For Retail Signage

Posted in Legislation, Retailing

As a response to the decision of Québec (Procureure générale) v. Magasins Best Buy ltée, 2015 QCCA 747 described in the post entitled “Québec Signage Issue – Appeal Dismissed from the Bench” posted on May 20th, 2015, the Government of Québec recently announced that it intends to bring forward a new regulation requiring companies with non-French names to add wording in French to their exterior signs.

The new regulation is set to be introduced this fall. Though details regarding the provisions of the regulation have yet to be specified, companies could be required to add a French slogan, … Continue Reading

Some Things Stay the Same: Quebec Court Precludes Retroactive Application of New Immigration Criteria for Skilled Workers

Posted in Litigation, Retailing

On March 31, 2015, the Quebec Superior Court rendered a declaratory judgment (Stasenco c. Quebec, 2015 QCCS 1769) to the effect that a candidate applying for a Quebec Selection Certificate (“QSC”) in the Skilled Worker category had to be assessed in accordance with the criteria applicable to that category at the time of the submission of the application, rather than on the basis of any modified criteria that had been established thereafter.  The decision is of significance to potential employees and over 50,000 applicants who applied for a QSC prior to August 1, 2013 when the new selection criteria … Continue Reading