A fire breaks out in a commercial property. After the fire is extinguished and ensuring that no one was hurt the question becomes: who pays for the damages? The Landlord? The Tenant? More importantly, is it the insurance company for the Landlord or the Tenant?
Recently in Ontario, several monumental changes have been implemented to the provincial Employment Standards Act (the “Act” or “ESA”) while other amendments are scheduled to come into force soon. Although the amendments differ in nature, they all aim to improve working conditions for employees in one way or another.
In Ontario, Commercial Leases often start with an Offer to Lease, which is also called an agreement to lease. The trend for Offers to Lease is fading in the United States with many Landlords preferring to proceed straight to the Lease. However, in Ontario many Landlords are still content with negotiating an Offer to Lease, and then allowing the Tenant to take possession of the premises before the Lease is signed. This is normally not recommended as some Tenants want to walk away from the lease after signing the Offer to Lease. Furthermore, it does not provide much room to negotiate on the terms that were not included in the Offer to Lease but are included in the Landlord’s standard Lease form.
Section 5(4) of the Arthur Wishart Act (Franchise Disclosure), 2000 (the “Act”) provides that a disclosure document is required to contain all material facts, including those prescribed by regulation, copies of all proposed agreements relating to the franchise, statements as prescribed by regulation to assist the prospective franchisee in making an informed investment decision, and other information and copies of documents as prescribed by regulation. All such information must be set-out accurately, clearly and concisely.
What is a Shareholder Agreement?
A shareholder agreement is an agreement between two or more shareholders to deal with various company matters such as buy-outs, death and disputes. Shareholder agreements are highly recommended for all company’s whether small, medium or large. If drafted properly, shareholder agreements can prevent costly litigation between shareholders.
What the law says about registering a franchise in Ontario
While there is no requirement to register your franchise in Ontario, franchises operating in Ontario must comply with applicable legislation and regulations. The applicable act is the Arthur Wishart Act (Franchise Disclosure) 2000. The Act and its regulations govern how franchisors must present their franchised business to prospective franchisees and the information that must be provided to them at the outset as well as the time line for providing this information. The key document is the Disclosure Document.
When to incorporate a business
There are various ways in which invididuals can carry on business in Canada. One of the ways is to incorporate a company to own the business. Whether a person should incorporate is both an accounting and legal decision. If the individual derives sufficient profits from the business and does not need to use all of the profits, the accountant may recommend that the individual incorporate a corporation to carry on the business. If the individual is concerned about personal liabilities, a corporation is a separate legal entity and removes the personal liability from the individual.
Purchasing a business can be done in two ways. You can purchase the assets of a business and you can purchase the shares of the corporation that owns the business.
Purchase of Assets
A purchaser normally prefers to purchase the assets of a business. This way, the purchaser can decide on the liabilities that it wants to purchase. The assets are normally all of the intangible property used to operate the business. For example, for a restaurant, the assets would involve all of the chairs, tables and equipment used to operate the restaurant, as well as the leasehold improvements and the goodwill of the business.