Insights

The practice of law is changing every day, and the effect of changing legislation on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

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Do You Need To Update Your Will?

Do You Need to Update Your Will? We often discuss the importance of putting a Will in place. However, in some cases, having an out-of-date Will may be more problematic than not having a Will in place at all. The following example is illustrative. Ali’s Current Will At the time the Will was drafted, Ali was married to Brett. They had two children, Austin (12) and Blake (15). A lawyer prepared mirrored Wills (i.e. two individual, almost identical Wills, where the terms of each Will reflect those of the other). Both Wills have the following terms: ·         The surviving spouse…


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Tax & Estate Planning

When to Review Your Estate Plan

While death and divorce may be clear indicators that a review of Will is needed, a variety of life events can impact your estate planning, from starting a new business venture to welcoming a new member of your family. These changes may impact not just your Will but also your Enduring Power of Attorney or Personal Directive. The following table presents a non-exhaustive list of circumstances that should prompt a review of your estate plan. When to Review Your Will A non-exhaustive list of circumstances that should prompt a review of your estate plan A. Changes in Family Relations ·        …


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Tax & Estate Planning

The Modernization of the Estate Planning Process?

A Discussion of Recent Changes in BC and Alberta Remote Signings Officially Possible in Alberta Back in May, we excitedly announced that Wills, Enduring Powers of Attorney, and Personal Directives could be validly signed and witnessed via video conference in Alberta. While that was technically true, it became immediately clear that further guidance would be required in order to make the process workable. The initial language allowed witnessing to occur virtually, but it did not specify that each witness could sign a separate but identical version of each page of a Will (i.e. it did not allow counterpart signature pages)….


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Tax & Estate Planning

Virtual Witnessing of Estate Planning Documents (COVID-19)

The Provinces of Alberta and British Columbia have recently passed Ministerial Orders which will temporarily allow for the virtual witnessing of Wills, Enduring Powers of Attorney, Personal Directives (Alberta), and Representation Agreements (BC), provided certain requirements are met. Notably, the BC Order requires that the relevant document be witnessed by a lawyer or notary public, while the Alberta Order requires that the individual making the document receives advice from a lawyer respecting the making, signing and witnessing of the document. Effective from May 15, 2020 (in Alberta) and May 19, 2020 (in BC), individuals who wish to make or update…


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Tax Law

Proposed Legislation Could Push Back Tax and Corporate Deadlines Amid COVID-19 Pandemic

On May 19th, the Government of Canada published draft legislative proposals aimed at creating greater flexibility on certain statutory timelines in the midst of the COVID-19 pandemic. If implemented, the proposed Time Limits and Other Periods Act (COVID-19) (the "Proposals") would give the federal ministers the authority to extend or suspend certain time limits and deadlines set out in certain federal legislation. The Proposals are broad sweeping and may impact deadlines set out in the Bankruptcy and Insolvency Act (Canada), Canada Business Corporations Act, Canada Labour Code, Income Tax Act (Canada), Excise Tax Act (Canada) and other federal legislation, as...

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Tax & Estate Planning

Estate Planning in Uncertain Times

Caution: Documents prepared at home may not be effective in achieving your wishes Posted by: Britta Graversen | May 15, 2020 | Filed under: Estate Planning PLEASE NOTE: Since the date of this post, the Province of Alberta passed a Ministerial Order regarding virtual witnessing of estate planning documents, which impacts the options available during this time. Please see our post on that topic dated May 25th, 2020 for additional information. Everyone speaks about all the "extra time" we have on our hands these days, but I have personally found that, in many ways, it feels like there are even...

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Business Law

Tales of Flawed Disclosure: The Importance of the FDD Certificate

The recent decision of the Ontario Superior Court of Justice (the Court) in the case of 2483038 Ontario Inc. v. 2082100 Ontario Inc. (2020 ONSC 475) (the Fit for Life Decision) highlights the importance of ensuring the delivery of a compliant franchise disclosure document (a FDD) upon the grant of a franchise and serves as a reminder to franchisors and their principals of the significant consequences of failing to do so. In this case, the franchisee entered into a franchise agreement with the franchisor for the operation of a “Fit for Life” restaurant in Ontario. The franchisee opened for business...

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Business Law

Default Deference to Administrative Tribunals – The New Era of Review Standards

Background Judicial review involves a process by which a court is asked to review a ruling made by an administrative tribunal in Canada (a Tribunal). Tribunals include the Investment Industry Regulatory Organization of Canada (IIROC), the Privacy Commissioner of Canada, the Trademarks Opposition Board and the Occupational Health and Safety Tribunal Canada. Clients may, from time to time, be subject to rulings of a Tribunal and may therefore seek to weigh the advantages and disadvantages of having a court re-consider the process employed by such Tribunal in reaching such decision and/or the substance of the decision itself. Although such Tribunals are...

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Litigation

Invoice Interest: The Alberta Court of Appeal provides a warning to suppliers

Suppliers who incorporate interest provisions into their invoices should take heed of the Alberta Court of Appeal’s decision in H2S Solutions Ltd. v Tourmaline Oil Corp., 2019 ABCA 373. In H2S, the appellants had provided certain services to the respondents, and occasionally issued invoices. On the bottom of each invoice, the appellants included the following language: TERMS: 2% PER MONTH (24% PER ANNUM) CHARGED ON ALL OVERDUE ACCOUNTS The respondent argued that despite the wording on the invoices, there was no express or implied agreement between the parties to pay the invoice interest. The Court agreed with the respondent, noting...

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Litigation

Creditors and the Oppression Remedy

We have written a series of articles about the oppression remedy and its application to the shareholders of a corporation. See “Business Judgment and the Fair Treatment of Shareholders” (July 2016), “A Brief Overview of the Oppression Remedy” (April 2017), “Director Liability in Oppression Actions” (August 2017), “Liquidation and Dissolution of a Corporation as a Remedy for an Aggrieved Shareholder” (February 2018). This article discusses the application of the oppression remedy to the creditors of a corporation. Introduction Historically, the oppression remedy was limited to shareholders. However, both the federal Canada Business Corporations Act and the provincial Business Corporations Acts...

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