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Highlights
FRANCHISE AGREEMENTS
How Good Faith and Fair Dealing Operate During the
Termination of a Dealership Agreement: the BMW Experience
Sébastien Richemont
In 2006, the Quebec Court of Appeal
delivered its decision in Automobiles Jalbert Inc. v. BMW Canada Inc.,
touching on many aspects of the relationship between manufacturer and dealer. As
Sébastien Richemont explains, in holding that the duties of good faith
and fair dealing cannot be used to modify the right of a party to exercise its
contractual right of termination, the Court of Appeal has reaffirmed that in the
absence of an express contractual term to the contrary, a commercial
relationship can always be terminated when the appropriate notice period is
given. The author comments on both the trial and appeal judgments in the case
and the effect that these decisions will likely have on disputes regarding the term,
termination rights and incentive programs under dealership agreements going
forward.
SECURITIES LEGISLATION
Kerr v. Danier Leather Inc. – the Ontario Court of
Appeal Gets it Right
Michael E. Barrack, Robert D. Chapman, Eric Gertner, Garth M. Girvan, Edward P. Kerwin
The decision of the Ontario Court of
Appeal in Kerr v. Danier Leather Inc. was a significant pronouncement on
misstatements in prospectuses in Ontario. In this article, the approach of the
Ontario Court of Appeal is analyzed with
regard to the obligation to update prospectuses, the effect of implied
representations as to reasonableness of the information in prospectuses, the business judgment rule and the
differences between "material changes" and
"material facts." The authors (Michael Barrack, Robert Chapman, Eric Gertner,
Garth Girvan and Edward Kerwin) also place the decision in a broader context in
terms of the practical implications for issuers and underwriters in Canada.
ELECTRONIC EVIDENCE
The Current Challenges of Electronic Discovery in
Canada
Brian Reny
Since the first e-mail was sent in
1971, the introduction of electronic evidence has changed the nature of the
discovery process in Canada. It is imperative for counsel, either
internal or external, to recognize the unique characteristics of
electronic documents that can complicate their capture and analysis.
Failure to understand and properly consider these challenges can lead to an
unintended failure to produce relevant evidence or accidental spoliation of
evidence. While jurisprudence has helped to shape electronic discovery in
America, Canada lacks clear judicial guidance on electronic discovery. Brian
Reny explores the current challenges of electronic discovery and offers insight
into the future of electronic discovery in Canada.
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Board
Larry P. Lowenstein
Editor-in-Chief
Osler, Hoskin & Harcourt LLP
Peter Armstrong
KPMG Forensics Inc.
Larry A. Banack
Koskie Minsky
Lyndon A.J. Barnes
Osler, Hoskin & Harcourt LLP
H. Martin Kay, QC
Bennett Jones LLP
Paul H. Le Vay
Stockwoods LLP
F. Paul Morrison
McCarthy Tétrault LLP
Robert S. Russell
Borden Ladner Gervais LLP
William V. Sasso
Sutts, Strosberg LLP
James C. Tory
Torys LLP
James A. Woods
Woods & Partners |