Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
O (Why) Canada? The Ontario Court of Appeal Speaks in Rare Franchising Decision
Part 1 of a 2-part series.
Why should U.S. franchisors care about Canada and Canadian franchise law? Savvy franchisors realize that Canada's population is about the same as California's, and that the tastes of many Canadians are similar to (and molded) by their American counterparts. Also, U.S. franchisors' investment in Canada is facilitated under the North American Free Trade Agreement and the Investment Canada Act. While there are certainly similarities between the United States and Canada in the law respecting business-format franchising and trademarks, there are some major differences as well ' some subtle; others not so subtle. For example:
- There is no federal jurisdiction over franchising per se. Canada's constitution gives exclusive jurisdiction over property and civil rights ' including contracts and the like ' to the provinces.
- Contrariwise, provincial jurisdiction over trademarks is nonexistent: There are no provincial trademark registrations in Canada.
- As this is written, only the provinces of Alberta and Ontario have franchise-specific legislation in force ' the remaining provinces rely on laws of general application and (excepting Quebec) the common law to inform franchise practices.
- Franchises in the province of Quebec are largely governed by the Code Civil du Quebec (ie, the Civil Code of Quebec), which, among other things ' and unlike the common law provinces ' obliges parties to negotiate their contracts in good faith, not merely perform them in that manner once concluded.
The law as it relates to franchising has been slower to develop in Canada than in the United States. That is why the appearance of a new decision from the most populous province's Court of Appeal is a notable event. Such an event occurred on May 20, 2003 with the release of the Ontario Court of Appeal's decision in Shelanu Inc. v. Print Three Franchising Corp. [2003] O.J. No. 1919, Docket No. C35392. Arguably, this is the most important of the fewer than 100 or so franchise cases to reach that Court in the three decades since its decision in Jirna Ltd. v. Mr. Donut was released in 1972, later finding its way to the Supreme Court of Canada (reported at [1975] 1 S.C.R. 2) to become the most famous (if not the most famously followed) franchise decision in Canada.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.