Here comes Legal Form + Video Guide #2:

Auto Accident Settlement and Release Agreement (One-Sided)

The “One-Sided” at there’s only One party at fault and only that party wants a release (in exchange for paying).  If both parties may have been at fault, then you can use an Auto Accident Settlement and Release Agreement (Mutual).  Here’s the sample Video Guide that comes with this Auto-Accident Settlement and Release Agreement (One-Sided):

written by admin \\ tags: auto-accident settlement and release agreement, canada, legal agreements, legal forms, online legal forms, ontario, toronto

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 drafting, reviewing, interpreting or resolving disputes concerning partnership and limited partnership agreements, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto, Ottawa, Hamilton, Mississauga, Brampton, and other Ontario business lawyers registered on the website who can answer your questions or help you with your partnership and limited partnership agreements.  I should know – I’m one of them and you can contact me directly.

In this blog, I’ll be discussing some of the things you should think about concerning terminating the limited partnership.

Recall that the limited partnership is governed by the Limited Partnerships Act and the terms and conditions of a limited partnership agreement.  So those are two sources that could govern the intended or unintended termination of a limited partnership.

Cancellation vis-a-vis Limited Partnership Agreement
Sometimes, the limited partnership agreement that governs the conduct of the parties to a limited partnership will deal with the issue of termination.  For example, termination may arise as of a certain date, after a certain time (e.g. 5 years), on the occurrence of a certain event or situation arising, or upon agreement in writing (for example) by all of the parties.  There may be notice requirements that must be followed with respect to the latter.  There may also be issues as to how many (e.g. majority, unanimity) of the partners – be they limited or general – are capable of requesting termination of the limited partnership.  A limited partnership agreement may also discuss those not so great situations where the limited partnership is terminated for ’cause’ (i.e. because of an act or omission of one of the partners).

Cancellation vis-a-vis General Partner
First, under this Act, a limited partnership is dissolved on the following events happening to the general partner:

• death of a general partner
• mental incompetence of a general partner
• dissolution of a corporate general partner

These things being said, any remaining general partner can continue the business of the limited partnership IF it has right to do so in a partnership agreement and the consent of all remaining partners is obtained. So what if all the partners in the limited partnership agreed that a majority of the remaining partners – not unanimous consent – was required?  What if they agreed to that unanimously in a limited partnership agreement?  That’s an interesting point.  Just to clarify: the idea is that any percentage less than ALL of the remaining partners can consent to a remaining general partner from continuing on as the general partner.  Can this be done?  Some might say: couldn’t those remaining partners simply consent that not everyone’s consent is required in these circumstances?  Perhaps majority consent?  Recall that limited partnerships are also governed by the Partnerships Act, which says that the default clauses of that Act can be varied by the consent of all the partners: s. 20.  But the problem with that is that the Partnerships Act only applies insofar as it does not conflict with the Limited Partnerships Act: s. 46.  Since the Limited Partnerships Act doesn’t allow for partnership agreements to vary the requirement that ALL remaining partners consent (as discussed above), you’d be violating this statute by doing otherwise.

Interesting (or mind-bogglingly confusing) stuff, eh?

So how could a general partner be dissolved if it’s a corporation?  Well, it could be dissolved for failure to comply with corporate or tax laws.  It could also be dissolved by court order under the relevant statute.  It could be wound up as part of an agreement by the shareholders (e.g. pursuant to the terms of a shareholders’ agreement).

Cancellation vis-a-vis Limited Partner
Limited partners can try to dissolve the limited partnership through a court order: s. 10(c).  That said, this right should be looked at in light of the limited partnership agreement, which may create contractual rights between the parties concerning the dissolution of the limited partnership by applying for a court order.

A limited partner also has the right to have the limited partnership dissolved and its affairs wound up where the limited partner is entitled to the return of its contribution but, upon demand, that contribution is not returned to the limited partner.  Note: I’m curious as to what form the demand must take and how long it must go unreturned for this provision to be applicable.   Just some side-thoughts….  Furthermore, a limited partner can have the limited partnership dissolved if the OTHER liabilities of the limited partnership have not been paid (i.e. not liability to the limited or general partners) or the limited partnership assets are insufficient for their payment and the limited partner seeking dissolution would otherwise be entitled to the return of their contribution. I know that’s a mouthful, but you get the idea: (1) OTHER liabilities have not been paid and limited partner wanting dissolution would otherwise be entitled to the return of their contribution or (2) limited partnership assets are NOT ENOUGH to pay OTHER liabilities and the limited partner wanting dissolution would otherwise be entitled to the return of their contribution.

Filing Declaration of Dissolution
In these three examples (i.e. termination pursuant to agreement, or dissolution because of something to do with the general or limited partner), the limited partnership must file a DECLARATION OF DISSOLUTION with the registrar under the Business Names Act.  This declaration must be filed when the limited partnership is dissolved or when all of the limited partners cease to be limited partners: s. 23 of the Limited Partnerships Act. Furthermore, the declaration of dissolution must be signed by at least one of the general partners.  When it’s filed, the declaration of the limited partnership is canceled: s. 23(3).

Cancellation vis-a-vis Registrar
Under s. 23.2 of the Limited Partnerships Act, the Registrar under the Business Names Act can cancel a limited partnership declaration – thereby eliminating the limited liability enjoyed by the limited partners as of that point – for failure to pay the required fee.  This can only be done, however, if the Registrar gives the limited partnership 21 days notice of the intention to cancel.

At the end of the day, there’s a lot of guidance you’re going to need (going through the partnership agreement, the legislation, and shareholder agreement for the general partner, etc.) if you’re thinking about dissolving or terminating the limited partnership.  Your best bet is to get professional help: make a post on Dynamic Lawyers.

written by admin \\ tags: limited partnership, limited partnerships act, ontario limited partnership, partnership, toronto, toronto business lawyers limited partnerships, toronto limited partners, toronto limited partnership lawyers

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 as a dependent, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto, Ottawa, Hamilton, Brampton, Mississauga and other Ontario lawyers registered to help you in this regard.

What if you have been inadequately provided for in someone’s Will?  Well, if you’re a dependent in Ontario, you might have some legislative recourse.

Section 58(1) of the Succession Law Reform Act allows a deceased’s dependents to apply to the court for support where the deceased (either through a Will or absent one) has not made adequate provision for their proper support.  A dependent is defined under s. 57 of that Act to include your spouse, former spouse, common-law spouse, parent, grandparent, child, grandchild, brother, and sister. A dependant may have to prove that they are a dependent and entitled to financial support under s. 58(1) in court. If the court decides that the person is a dependant and that person can show a need for financial support, then it may order that a certain amount of money be paid to them out of the estate.

If you think that you may be entitled to more from an estate than the amount provided for in a Will, or if you need to determine the rights of others when preparing your Will, consult with a lawyer (by making a post on Dynamic Lawyers).

written by admin \\ tags: adequate provision, brampton, brother and sister, common law spouse, dependant, dependents, educational purposes, legal advice, ontario lawyers, professional assistance, regard, succession law reform act, toronto, Wills and Estates

Please keep in mind that this is not legal advice.  The information provided herein is for educational purposes only. If you would like to get in touch with a lawyer to help you draft, interpret, negotiate or resolve a dispute about a joint venture, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa lawyers who can assist you in this regard (I would know, I’m one of them!).

So this blog will deal with the basics of a joint venture agreement or contract.  In other blogs, I’ll get down to the nitty gritty.

Definition
Plaint and simple, a joint venture is a contract between two or more parties to share resources, knowledge, skills, etc. towards a common objective.

Parties
As usual in these types of agreements, the parties are identified at the get-go (make sure this is done properly or else your contract won’t be worth the paper it’s written on!).

Recitals
This is the background story you want to tell that leads up to the formation of the joint venture.  It could go something like: Party X does Y and has Z.  Party A does B and has C.  The two would now like to join forces to make even more $$$.  So they’re agreeing to have a joint venture in accordance with the terms and conditions set out in the joint venture agreement or contract…

Definitions
It’s a good idea to set out the definitions you’re going to be relying upon near the top of the joint venture agreement (for ease of reference and good organization).  You could include definitions here about “Confidential Information” (assuming there will be confidential information passed between the parties as a result of the joint venture), what constitutes “Force Majeure” (e.g. act of God that relieves a party of liability under the agreement in certain circumstances), etc.

Business Structure
The joint venture agreement or contract will generally state how the joint venture is structured.  Is it simply two separate entities acting in concert through the joint venture agreement or contract?  Will there be a new corporation formed?  Will there be a partnership formed?  Will that partnership be a general or limited liability partnership?  For more discussion about the general forms of business one can structure in Ontario, check out this free information about business structures we’ve been accumulating.

Nature of the Relationship
So will the joint venturers be partners (capable of binding each other), corporate shareholders, or simply joint venturers (i.e. their rights and obligations are limited to the terms of the joint venture agreement or contract).

Term and Termination
How long will the joint venture last for and what events give rise to its premature termination?  Will the parties simply be able to give each other notice?  Will the joint venture dissolve by operation of law, by one party filing for bankruptcy, by one party attempting to illegally assign their interest in the joint venture to a third party, etc.?  Again, you should consult with a lawyer to find out what kinds of things typically go in this section.  Also important is what to do in the even of default.  Does one of the joint venturers become liable to pay the other if they are at fault?  Who determines fault and according to what test (e.g. sole and absolute discretion)?  There’s a lot to think about here…

Joint Venture Assets and Benefits
How will these things be deal with?  Will there be a percentage of ownership?  Will the benefits be based on revenues or profits?  Can these interests be assigned?

Operations
How will the joint venture be operated on a day-to-day basis?  Will the joint venture committee have the power to enter contracts on behalf of the joint venture?  Perhaps the joint venture committee will create a new corporation to take on a certain responsibilities and simply own equally the shares of the new corporation.  That new corporation would operate as a separate business, but its shareholders would be the joint venturers (who would elect the directors, who in turn would appoint the day-to-day officers).  This would be a good place to put reporting and record-keeping requirements too.

Joint Venture Responsibilities
Here, we get to the nitty gritty of who will be responsible for what in the joint venture. Separate paragraphs will be needed for each of the parties.

Joint Venture Management
Will there be a committee?  Will representatives from each of the parties be on the commitee?  Will there be a chairperson?  How will meetings be managed, votes and decision made?  Will there be direction from owners and delegation to the committee?  In my opinion, and as I’ve previously blogged about, businesses should be run as dictatorships with consultants, not as democracies (too many voices means things won’t get done).  

Representations and Warranties
What kinds of true, fair, and complete statements must the parties make to induce the other parties to enter the agreement?  The parties want to know that their joint venturer partners have the authorization and operational wherewithall to do what it is they are about to do.  If these representations and warranties no longer hold true, then what’s the consequence?  Notice?  Termination?  This should be spelled out here…

Liability and Indemnification
Will the joint venturers try to limit their liability from each other in connection with the joint venture?  Will they indemnify each other for their own wrongdoing – whether in contract, tort, negligence, misconduct, breach of statute or otherwise?

General Terms and Conditions
This section of the Joint Venture Agreement will deal with things like (which I’ve previously touched on in teh context of an independent contractor agreement):

• Notices
• Entire Agreement
• Governing Law
• Interpretation
• Assignment
• Waiver
• Cumulative Remedies
• Counterparts
• Enurement
• Entire Agreement
• Time of Essence
• Independent Legal Advice
• Force Majeure
• Severability
• Survival
• Currency

written by admin \\ tags: agreement, assets, bankruptcies, bankruptcy, blog, breach, business, circumstances, confidentiality, contracts, corporation, indemnification, lawyer, lawyers, liabilities, negligence, negotiating, Negotiations, partnership, percentages, relationships, separation, shareholder, shareholders, shareholdings, toronto

I was practically in the yelling match with a (prospective) client and good friend about target marketing.  I wanted to know, plain and simple, who his target market was.  He gave me some fluff.  I kept asking: “Please be specific”.  He kept giving me general answers.  “We’re targeting everyone.  We’re targeting professionals and their families.  But we also do niche targeting to students and seniors”.  Geeze man!  Could you be any more vague?!?

The purpose of my sharing this little story with you here and now is simple: to have a clear strategy on how to use your limited resources to target your market, you must first identify that target market with precision.  I want to know, demographically speaking, as much as humanly possible about your ideal client.  The best way I’ve found to make this determination is to come up with a number of scenarios whereby everyday individuals (and perhaps groups and organizations) would use your product(s) and/or service(s).

Take the following example.  I sell candy.  A small boy who lives in Toronto around a candy shop would buy candy from my store.  That’s a scenario.  A young man who wants to get his girlfriend some candy as a gift would buy candy too.  That’s a scenario.  A group of women looking to quench a craving would buy candy.  So too would avid candy collectors looking for the latest craze.  You see: there are lots of different people who would buy my product for different reasons.  I have to figure out, by grouping these and other scenarios together, who my PRIMARY, SECONDARY, and even TERTIARY target markets are.   Perhaps the small boy buys the most candy, so I should cater my store to him.  Remember: 80% of your profits come from 20% of your customers.  So make your strategy count!

written by admin \\ tags: beautiful thing, candy shop, different reasons, fluff, girlfriend, good friend, group of women, latest craze, limited resources, match, niche, prospective client, scenario analysis, scenarios, seniors, target market, target marketing, target markets, toronto, young man

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 dissolving a partnership, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa business lawyers registered on the website who can answer your questions or help you with your partnership dissolution.

The Ontario Partnerships Act contains various provisions dealing with circumstances in which a partnership can end.

First, a partnership can end by notice or by a contractual term in the partnership agreement: ss. 26 and 32.

Second, a partnership can terminate by death, insolvency, charge on a partner’s share or illegality of business: ss. 33 and 34.

Third, a partnership can be terminated by court order: s. 35.  This method of dissolving a partnership requires that an application be brought for one of the following reasons:

1. one of the partners is found to be mentally incompetent;
2. one of the partners becomes permanently incapable of performing his or her part of the partnership;
3. one the partners has been guilty of conduct that prejudicially affects the carrying on of the business;
4. one of the partners willfully or persistently permits a breach of the partnership agreement or otherwise so conducts him or herself in a manner relating to partnership business that it is not reasonably practicable for the other partners to carry on the business partnership with him or her;
5. when the business of the partnership can only be carried on at loss; or
6. when in any circumstances have arisen that in the opinion of the court render it “just and equitable that the partnership be dissolved”.

In conclusion: a partnership can only be terminated according to the terms and conditions of the partnership agreement and under one of the provisions of the Partnerships Act.

written by admin \\ tags: dissolving a partnership, ottawa business lawyers, partnership, partnership agreement, partnership business, partnership dissolution, partnerships act, toronto, toronto business lawyers

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 transferring shares from a limited liability company or amending a corporation’s articles of incorporation, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa business lawyers registered on the website who can answer your questions or help you with your  Ontario or Federal corporation.

So you want to sell your shares, eh? Well, the first step to actually selling your shares is to determine if the corporation’s Articles of Incorporation have anything to say about transferring the shares.

Many a time, you’ll find standard boilerplate language that says the following in part 8 of the Ontario corporation’s Articles of Incorporation:

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:

1. The directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; OR

2. The shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.

So the articles of incorporation are basically saying that a resolution is required by those in charge of the corporation to permit the share transfer.  Otherwise, someone could yell ‘foul’ and put the whole share transfer up into the air (leading to court case).  This shouldn’t be a problem if there’s only 1 shareholder, 1 director, and 1 officer (all happening to be the same person).  But disputes may arise where a group of shareholders try to transfer their shares without the directors’ or other shareholders’ approval.

So, make sure you read the Articles of Incorporation to see if there are any restrictions on transferring the shares.   The key thing to keep in mind is that if, for some reason, it’s too difficult for a shareholder to obtain the approval necessary to have their shares transferred, then they might make a case to amend the Articles of Incorporation to remove those restrictions.  Attempting to amend the Articles is not easy: you need a resolution from two thirds of the shareholders entitled to vote and who cast their vote at a special meeting.

As an alternative to having restrictions on share transfers in the Articles of Incorporation, shareholders could simply place such restrictions in a Shareholders Agreement.  Amendments could be made without the need to have the corporation file Articles of Amendment.

written by admin \\ tags: articles of incorporation, board of directors, business lawyers, court case, limited liability company, ontario corporation, share transfer, toronto

I’ve previously blogged about buying links, linkation and more on linkation. In this blog, I’ll be getting into the nitty gritty of building link popularity.

Remember: your website will rank better on Google, Yahoo and other search engines depending – in part – on the number and quality of inbound links.  Having the right link-building campaign in place will help get you to where you need to be.  So what are some of the methods one could use to go about building inbound links?  Well, there’s:

• Inbound links: these are links that come into your website but for which there are no reciprocal links (as discussed below).  These kinds of links could come from other websites, articles, or blog posts submitted on blog aggregators.
• Link exchange: you and another website exchange links to each other.

Remember that, as I mentioned above, search engines look at the Page Rank of the website from which your inbound link is coming from.  Page Rank  is a tool used by Google to rank your page.  Just go to PageRank and type in any url (e.g. www.canada.com).  Within a matter of seconds, Google Page Rank will return a number out of 10 that gives you insight into how well ranked your website is on Google.  Most websites are ranked 0,1, or 2.  You should keep coming back to this tool to see if your law firm search engine optimization techniques, strategies, and perhaps vendors are improving your search engine results.  The bottom line is that, the higher the PageRank (or “PR”) from the website linking to your website, the better.

You will also want to keep in mind that being linked from the homepage of a website with a high PR is much better than being linked from an internal page on that website with a lower PR.  Make sure to check whether the page that is linking to your website has a Robots.txt file associated with it that allows the page to get indexed by search engines like Google.  A Robots.txt file is simply an exclusion file that contains instructions for search engine spiders to either index or not index the particular page.  If the Robots.txt file is set to ‘no-follow’, then the page will not be indexed.

You’ll also want to keep in mind that the value of the inbound link from the website by looking at the total number of links on that page (the more, the worse off you’ll be because the page rank will be divided by the number of links).

With respect to the specific text of the link on third party relevant websites, try to change it up (e.g. if you want to target the keywords “good Toronto lawyers”, then try to get keywords like “great Toronto attorneys” or “super lawyers in Toronto” in the actual link text that links back to your website), get it written in bold and underlined and in a header text, and put it close up to the top of the page.  These things should all help building your link popularity.

Happy SEOing!

written by admin \\ tags: insights, keywords, law firm search engine optimization, law firm seo, lawyer, lawyers, optimization, rankings, relevancy, seo, toronto

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 drafting articles of incorporation, corporate by-laws, shareholder agreements, or resolutions involving shares, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa business lawyers registered on the website who can answer your questions and assist you in those regards.

What are shares?  What kinds of characteristics do they have?  How are they valued?  Well, in this blog, I’ll be addressing these issues in the context of a federal corporation governed by the Canada Business Corporations Act.

Lets begin with the basics.

Incorporated businesses are owned by persons (which include individuals, sole proprietorships, partnerships, trusts, joint ventures, not-for profit corporations, and other corporations) through shares.  Each corporation, through its articles of incorporation, can designate different classes of shares (i.e. shares with different characteristics).  At a minimum, section 24(3) the Act requires that a corporation have at least one class of shares.  That class of shares are called voting shares because they allow the holders to vote at any shareholder meetings.  They also allow the shareholders to receive dividends as declared from time to time and in the discretion of the board of directors (recall that the shareholders vote in the board of directors through an election).  Finally, the voting shares give their holders the right to receive the remaining property of the corporation on dissolution.   Remember that creditors (secured and unsecured) are entitled to be repaid before shareholders upon dissolution.

If the articles of incorporation provide for more than one class of share, then things can get interesting.  For example, a corporation can have 3 classes of shares (call them Class A, B, and C), all of which carry different rights with respect to voting (voting vs. non-voting), dividends (variable vs. fixed), and priority upon dissolution.  For example, Class C shares may be non-voting, having a right to regular dividends, and have priority over Class A shares.  This puts the Class A shareholders at risk of not getting anything if the corporation goes into dissolution – particularly if there isn’t enough assets to pay out creditors and priority shareholders.

Whenever shares are issued (i.e. sold/transferred to a shareholder in exchange for money, property, or past services rendered – see s. 25(3)), their value fluctuates depending on (1) the value of the company and (2) the total number of issued and outstanding shares.  With respect to the latter, if the corporation continues issuing more shares to different parties, then the original shareholders’ shares will be diluted in value.  In privately-held companies, valuing the shares is much more difficult.  Sometimes, shareholders value the shares as a multiple of something (e.g. book value) instead of potential earnings discounted to today. The value of the shares is typically pre-determined according to some formula set out in a Shareholders Agreement.  If a Shareholder Agreement doesn’t exist, the parties can seek help through a lawyer, consultant, business valuator, accountant, etc.  At the end of the day, the fair market value of the shares is typically described as the price that two arms length individuals would be willing to buy/sell the shares if they didn’t have to (i.e. if they weren’t forced to).

Finally worth mentioning is that the ability to transfer shares may be restricted in the Articles of Incorporation or a Shareholders Agreement.  Such restrictions are worthy of another blog entry entirely.  Furthermore, private corporations (unlike public ones) are restricted in terms of the number of shares they can have issued and outstanding.  Specifically, private corporations can only have 50 different shareholders or less.

written by admin \\ tags: articles of incorporation, business, business incorporation, business lawyers, canada business corporations act, incorporators, lawyer, lawyers, shareholder, shareholder agreements, shareholder meetings, shareholders, shareholders vote, shareholdings, toronto

In yesterday’s Globe and Mail, Rob Carrick interviewed two Ottawa investor litigators in his article “The hired guns: ‘Problem is people finding us’”.  I couldn’t resist e-mailing Rob because some people do in fact use Dynamic Lawyers to seek out Toronto and Ottawa lawyers concerning suing their investment advisers.  While this approach is somewhat novel – and in stark contrast to relying on word of mouth referrals from lawyers and other advisers – it will only continue in popularity as more and more people hop on the Internet and use search engines like Google and Yahoo to find lawyers who can assist them.

written by admin \\ tags: globe and mail, investment advisors, lawyers, rob carrick, search engines, toronto, word of mouth