Insights

Signed Acknowledgements in the Digital Age: Revisited

Embee Diamond Technologies Inc. v I.D.H. Diamonds NV, 2017 SKCA 79  ..

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Signed Acknowledgements in the Digital Age

I.D.H. Diamonds NV v Embee Diamond Technologies Inc. - 2017 SKQB 79  ..

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Failure to conform to the CBCA does not itself trigger oppression remedy

Mr. Mennillo and Mr. Rosati together began Intramodal Inc., a transportation business, in 2004. Mr. Mennillo advanced substantial amounts of money to the corporation and received 49 of 100 shares, the balance of the shares being held by Mr. Rosati who managed the corporation.  ..

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Good Faith, Honest Performance and Your Deal: the Supreme Court of Canada’s New Principles of Contract Law

The Supreme Court of Canada made a significant change in the common law regarding the inherent obligations of contracting parties. In Bhasin v Hrynew, the Court recognized a general organizing principle of good faith and then created a new common law duty of honest performance in contract, both in relation to what was, generally speaking, a standard business contract that did not fall into a unique category. This unanimous judgment was written by Justice Cromwell and proceeds in a two-step process: First, the Court found that there is the general organizing principle of good faith in contract law; and Second, the Court found that this general organizing principle creates a common law duty of honest performance. ..

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Dispute over Share Pricing Method Does Not Constitute Shareholder Oppression

In Svensrud v Saskatoon Boiler MFG. Co. Ltd. the Court of Queen’s Bench determined that a dispute between a shareholder and the corporation over the accuracy of the pricing method outlined a Unanimous Shareholders Agreement (“USA”) does not constitute shareholder oppression under the Canadian Business Corporations Act (the “CBCA”). ..

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Dispute over Share Pricing Method Does Not Constitute Shareholder Oppression

In Svensrud v Saskatoon Boiler MFG. Co. Ltd. the Court of Queen’s Bench determined that a dispute between a shareholder and the corporation over the accuracy of the pricing method outlined a Unanimous Shareholders Agreement (“USA”) does not constitute shareholder oppression under the Canadian Business Corporations Act (the “CBCA”). ..

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Boilerplate Arbitration Clauses: Not Foolproof

A recent Ontario Superior Court of Justice decision highlighted the need to draft arbitration clauses with precision in contractual agreements. In 2156775 Ontario Inc. v. Just Energy Ontario LP, the enforceability of an arbitration clause was in dispute. ..

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New exemption under The Securities Act, 1988 allows for equity crowdfunding

The Financial and Consumer Affairs Authority of Saskatchewan has recently ordered the implementation of an exemption under The Securities Act, 1988 (General Order 45-925). The exemption is intended to allow start-up companies and small businesses to raise capital through equity crowdfunding by selling securities to public investors without the requirement of a prospectus. Although other provinces across Canada have considered implementing similar rules, the order, which was effective on December 6, 2013, makes Saskatchewan the first Canadian jurisdiction to allow such an exemption. ..

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