Toronto law firms can help answer your legal questions, facilitate your transaction (e.g. business, real estate, wills and estates, family, etc.) or even represent you in court.  To find a Toronto lawyer or law firm, go to Dynamic Lawyers and make a post.  It’s free and anonymous and Toronto lawyers and law firms will respond to you with information and quotes for you to compare.

Here are some of the different types of law that Toronto law firms can assist you in:

• Accidents and Injuries: Involved in an accident where you suffered personal injury?
• Business: Need corporate or commercial agreements? Need to have a lawyer help you do a transaction?
• Charities and Not-For-Profit: Need to establish a Not-For-Profit corporation or obtain charity status?
• Civil Litigation – Higher Court: Have a serious legal claim that needs to be litigated in the Superior Court, Divisional Court, etc.?
• Civil Litigation – Small Claims Court: Have a legal claim (e.g. breach of contract, negligence, etc.) for less than $10,000?
• Constitutional / Human Rights and Freedoms: Challenging a law or government action / inaction?
  Criminal: Charged with a criminal offence? Appealing a conviction?
• Employment and Labour: Need an employment agreement? Unjustly terminated? Need to know your rights?
• Family: Going through a separation or divorce? Fighting to get custody or access? Dealing with spousal and child support?
• Government: Need to lobby the government? Need to resolve a dispute with a government agency?
• Highway Traffic Tickets: Charged with speeding or DUI? Need to fight traffic tickets?
• Immigration: Need to immigrate to Canada? Fighting against deportation?
• Insurance: Having difficulties with your Insurance company?.
• Intellectual Property: Need to register a copyright or trademark? Need help with a patent?
• Landlord and Tenant: Need a resolve a dispute? Need to know your rights?.
• Notary Public / Commissioner: Need to notarize or commission your documents?
• Real Estate: Need someone to facilitate your residential or commercial purchase, sale, or lease?
• Tax: Need help structuring your tax affairs? Need help resolving tax disputes with the Canada Revenue Agency?
• Wills, Estates and Trusts: Need a will? Need to update your will? Find out why having an up-to-date will is a must.

Try to consult with a couple of Toronto law firms and Toronto attorneys until you’re comfortable with whom you’re speaking with.  Toronto law firms differ in size, location, expertise, and reputation.  Go to Dynamic Lawyers and save time and money finding the right Toronto law firms and Toronto attorneys who specialize in the legal area you require!

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Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.   If you need legal advice with respect to litigation, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).

Keeping with our example of Explosion Proof Refrigerator Inc., the question may arise: who exactly can I sue if the explosion proof refrigerator I purchased turns out to be defective thereby causing losses and damages?  Well, let’s look at the options.  First, you may be able to sue the corporation itself, which is a separate and distinct legal entity from its directors, managers, employees, owners, etc.  Second, you may be able to sue the directors themselves or the officers who run the company on a day to day basis.  Third, you might think of suing employees, contractors, representatives, agents, etc. who worked or were employed by the corporation.  Finally, you may be able to sue – in limited circumstances – the shareholders of the corporation.  Those limited circumstances could include: the corporation was a mere agent or alter ego of the shareholders, the corporation was a sham/fraud, or the corporation was created to do something that would otherwise be illegal.

In any event, you should always speak to a lawyer to determine who you can sue and for what.  Basically, the lawyer will want to know (1) who can be blamed (2) for what and (3) if that party is culpable, will they be able to pay damages?  If a party like a low-level employee is incapable of compensating someone for damages (even though they may be to blame) it may not be worth suing them.  This means that the party is judgment proof.  Rather, the corporation with the deep pockets could be sued for vicarious liability, which attributes the liability of the employee to the corporation who employed him or her.

Suing the directors may be an option and one way to do it is through the governing business law legislation.  In Ontario, if the corporation (i.e. Explosion Proof Refrigerator Inc.) was incorporated under the laws of Ontario pursuant to the Business Corporations Act, then the directors will have to meet a standard of care in discharging their duties or else face getting sued.  That standard of care requires them to act honestly and in good faith with a view to the best interests of the corporation and to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.  Breach of this standard may result in director liability.

Finally, with respect to the shareholders, notwithstanding the aforementioned limited circumstances in which a person may be able to sue them, their liability is generally limited.  This means that piercing or lifting the corporate veil to expose the personal assets of the corporate shareholders is not easy.

written by admin \\ tags: Business Law, corpor, damages, deep pockets, educational purposes, ego, explosion proof, fraud, judgment proof, law legislation, lawyer, legal advice, legal entity, litigation, losses, pierce the ate veil, professional assistance, sham, shareholders, vicarious liability

Please note that the information provided herein is not legal advice and is provided for educational purposes only.   If you need legal advice with respect to how to make a will, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).

In the next few blog posts, I will provide some general observations about how to make a will.  In this part, I’ll discuss the initial checklist a person should make and follow in order to prepare themselves on how to make a will.  I am assuming that the reader will be trying to do this on their own without the assistance of a lawyer.  These days, lawyers typically charge between $300-$500 for a simple will, which may or may not include power of attorneys (i.e. continuing power of attorney over property and power of attorney over health care decisions).  Sometimes, lawyers will prepare your will for free, depending on whether it’s simple enough and whether they believe that they can get extra business out of you because of this free service.

Now onto the initial checklist…  The purpose of the initial checklist is to make sure that you gather all the relevant information necessary to create a comprehensive will.  This framework will help you understand how to make a will.  The following basic information should be included in the checklist:

• Personal Information
• Income Information
• Assets: Safety Deposit Boxes, Real Estate, Insurance, Annuities, RRSP’s, etc., Corporate Securities (i.e. shares and bonds, etc.), GICs, business interests, debts owing from third parties, royalties, machinery/tools/equipment, household goods and furniture, etc.
• Liabilities: Mortgages, Loans, etc.

Once details concerning yourself, your income, and your assets and liablities has been gathered, the next step is for you to outline the instructions for the will.

To start, the following questions will need to be answered with respect to disposing of personal effects and the residue of your estate (i.e. the pool of funds accumulated by the estate trustee after dealing with the deceased’s debts, taxes, and funeral-related expenses):

• How do you want your personal effects and estate residue to be disposed of with respect to your surviving spouse and children (if applicable)?
• How is the distribution to be effected (i.e. who does it and when can they do it; for example, the estate trustee can, in their sole and absolute discretion, effect the disposition of personal effects)?
• How is your real estate to be handled?
• How is your share of family business to be disposed of?
• Would you like to create a spousal trust, whereby your surviving spouse can live off of the income generated by the residue of your estate until he or she passes away, in which case, the residue is distributed among the beneficiaries (e.g. the children?)
• What kinds of powers do you want your estate trustee to have with respect to you personal effects (e.g. power to sell, power to invest, power to distribute proceeds, power to loan funds to beneficiaries or others, power to take reasonable compensation from the residue of the estate, etc.) and assets?
• Do you want to have special clauses dealing with minors (e.g. property relating to minors, a trust relating to minors, guardians of minor’s property, etc.)?
• What kind of funeral do you want to have?
• Do you wish to donate your organs?
• How are disputes to be handled (e.g. arbitration, mediation, court, etc.)?

These and other questions will need to be answered before the will can be properly drafted.

written by admin \\ tags: annuities, ate securities, beneficiaries, blog, business interests, continuings, corpor, court, general observations, health care decisions, household goods, how to make a will, how to write a will, information assets, initial checklist, lawyer, lawyers, legal advice, legal wills, machinery tools, make a will, mediator, personal effects, power of attorney, professional assistance, real estate insurance, royalties, safety deposit boxes, tools equipment, writing a will

Note: this is not legal advice. You are always cautioned to turn to a lawyer if you feel you need to (e.g. make a post on Dynamic Lawyers).  I am only providing this information for educational purposes only.

Typically, interest groups will mobilize and need a formal legal structure through which to organize themselves and approach third parties. Having a formally incorporated not-for-profit Association adds credibility to your cause, but it also carries with it a lot of headache and paperwork.

A not-for-profit Association is a corporation that has members instead of shareholders (hence, it’s called a corporation without share capital) and it cannot distribute any profits to its members (unlike a corporation with share capital). These types of corporations are made for social, religious, charitable, etc. purposes and must use their resources only for those ends. At the end of the day, if the Association has the resources it needs, things will run smoothly. Otherwise, it can be a one-person show with countless volunteer hours poured into an unsustainable cause.

What follows is a brief overview of how I have gone about incorporating a not-for-profit Association in Ontario.

1. Write a cover letter to the Ministry of Consumer and Business Services, indicating that you are filing an application to establish a not-for-profit corporation. You’ll need to include a completed Letters Patent application (this is the name of the document that creates the corporation, based on the Ontario Corporations Act), a NUANS name search report, and a cheque payable to the Minister of Finance (either $155.00 or $255 for expedited service). It usually takes 6-8 weeks to process a normal Letters Patent application or 7 business days for expedited service.
2. Prepare for the first director meeting by drafting By Law No. 1. A By-Law is a power-giving document that defines the powers which the board of directors and the officers have, describes how director and member meetings are to happen, and deals with other procedural matters.
3. Prepare the member registry and the director registry.
4. Get a minute book and a corporate seal (this is optional).
5. Have the first director meeting. At this meeting, the initial 3 directors of the Association will need to pass By-Law No. 1. This should be noted in the minutes of the meeting of the directors. Next, the directors should admit new members and fill in the membership registry and make a note of this in the meeting minutes.
6. Next comes the membership meeting. Here, the members will approve of By-Law No. 1, elect new directors, and appoint an Auditor. These things should be noted in the meeting minutes for the members.
7. After the member meeting is complete, the new directors will have another meeting. They will pass a resolution appointing officers (e.g. President, CEO, VP, Treasurer, etc.) and discuss the business and affairs of the Association.
8. Keep in mind that you should fill in the director’s registry and file with the Ministry of Consumer and Business Services an Initial Return indicating who the new directors of the Association are.
9. Finally, the officers of the Association can deal with banking and accounting matters, logos and business stationary, and determine whether the Association must register with the Ontario and Federal Governments for Income Tax Purposes.

Please note that each of these steps will involve a number of documents to be properly filled out (e.g. cover letter, Letters Patent Application, By-Law No. 1, Membership Registry, Director Registry, Meeting Minutes and Resolutions therein, etc.). You are advised, once again, to consult a lawyer (e.g. by making a post on Dynamic Lawyers) if you wish to have these things done for you.

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