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Love Thy Canadian Neighbor: Ontario Court of Appeal Addresses Franchisor's Duty of Good Faith Part Two of a Two-Part Series
The first installment of this series dealt principally with one of the issues before the Ontario Court of Appeal in Shelanu v. Print Three; namely, the unsuccessful attempt of the franchisor to exclude from enforceability an oral agreement made subsequent to a franchise agreement containing a comprehensive “entire agreement” clause. The other principal issue before the court was whether there was, at common law, a duty of good faith owed by a franchisor to its franchisee.
The Duty of Fair Dealing/Good Faith at Common Law
The existence and scope of the common law duty of good faith is long-established in the United States but has not been previously well-entrenched (except for certain contractual relationships under the common law of the provinces) in Canada. Shelanu v. Print Three revisits the denial of fiduciary duty in the landmark case of Jirna Ltd. v. Mister Donut of Canada Ltd., [1975] 1 S.C.R. 2. The court's discussion of good faith opens with a reference to the Wallace decision (Wallace v. United Grain Growers Ltd. (c.o.b. Public Press), [1997], S.C.J. 94) in the Supreme Court of Canada.
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.
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.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.