What Happens If You’ve Delayed In Bringing a Court Claim?

What Happens If You’ve Delayed In Bringing a Court Claim?

Generally speaking, any party that wants to initiate a court action must do it within a couple of years when he/she first becomes aware of the existence of the claim. This period is called the limitation period and there are many considerations that define when a limitation period commences for a particular claim. Many times you may be dealing with a problem with your landlord or a neighbour or your workplace. Sometimes the issue is so small and at a nascent stage that many individuals wait quite some time before they decide to take legal recourse to initiate action and seek a remedy. At such times, a court may or may not grant you the permission to bring in a claim. For instance, in the case of Presley v Van Dusen, 2019 ONCA 66, the Ontario Court of Appeal recently confirmed that for the limitation period to commence, one of the key considerations that must be asked is whether or not a legal proceeding is really an appropriate means to seek to remedy the injury, loss, or damage?

It is quite common for people to suffer an issue long before they opt for the legal route. Typically, in this Presley v Van Dusen case, the claim for a defective septic system was filed in August 2015, although the homeowners had already started noticing problems with the septic tank in the spring of 2011 itself. In this particular case, the Small Claims Court judge dismissed the claims stating that the claim was started too late after the problem was first noticed. Even after an appeal against this dismissal was made in the Divisional Court, the homeowners did not get the solicited remedy as this court too agreed with the decision of the Small Claims Court judge. Unfortunately, neither courts acknowledged that it was only after trying for a long time to get the problem fixed, the homeowners realized that a legal proceeding was the only way left to address their issue.

From the Court of Appeal’s point of view, one important aspect of this case was that the septic installer kept providing ongoing guidance and feedback to the homeowners for solving the problem. Moreover, he also promised that he would be returning to the home to fix the issue and due to this manifestation of intent, the homeowners probably did not take the legal recourse sooner.

The Court of Appeal found that the homeowners did not know that filing a claim would be an appropriate means of seeking a remedy till they were convinced that the septic installer was not intending to follow through on his promises.

In conclusion, the law respecting limitation periods needs to be applied in a way as to deter needless litigation. However, having said that it is extremely important to regard the timing of the issue when it comes to filing a claim. Typically, a two year limitation period needs to be taken into consideration. If you are thinking about filing a claim and are not sure whether it is too late for filing one or are interested to know your legal alternatives, talk to a qualified and experienced lawyer from Verhaeghe Law Office. Their team of best civil lawyers in Edmonton can provide sound legal advice on any civil, immigration and or for defence in any court-related matter.

Legal Pros and Cons of Joint Ventures

Legal Pros and Cons of Joint Ventures

Legal Pros and Cons of Joint Ventures



The decision to sign onto a joint venture agreement is both exciting and daunting. On the one hand, joining two or more companies could lead to the creation of something truly innovative, but it could also lead to severe conflicts of interest. Consider this information before making such a commitment.

First, be aware of the difference between a joint venture agreement and a partnership agreement as many people confuse the two. A joint venture agreement involves two or more companies that come together with a specific goal in mind. They each keep their business or entity during the contract. A partnership agreement relates to the ongoing relationship between two or more parties. Everyone takes responsibility for everyone else's actions, and each side shares the profits and risks associated with the business. Partnerships are continuing business ties while joint ventures tend to be goal specific and terminate once those objectives are achieved. There is more to lose with a partnership agreement, which is why most companies sign a joint venture agreement instead.

To ensure a joint venture is successful and productive, it is essential to start with fair and transparent guidelines. These are the criteria that should be included in a joint venture contract:

  1. Obligations of all parties
  2. Percentage of profits and losses shared
  3. Level of control of all parties
  4. Outline of decision-making processes and all parties authority on matters
  5. The share of supply and collaterals
  6. The percentage of capital investment
  7. Type and period of payment
  8. Source and type of insurance
  9. Mode of dispute resolution

A joint venture contract can take on several forms and so the legal concerns for a venture will depend largely on the medium used to build the project. At the most basic level, a joint venture will require that you establish a separate legal entity. All parties hold investments in the entity, and the entity holds its own assets, allowing it to sue and be sued through its own name. Most joint ventures are companies or relationships between participants such as trusts, partnerships, or other types of association.

Once you become familiar with the components of a joint venture agreement, you can start to consider whether the benefits outweigh the risks for your particular enterprise.

Pros

  1. Provides the opportunity to invest in new partners and broaden each companies market prospects
  2. Liability is equally shared, reducing the level of risk
  3. All parties get access to diverse resources
  4. The contract is flexible as its term is limited
  5. Coming together for mutually beneficial goals
  6. Can complete a project that may otherwise be impossible individually
  7. Increased growth opportunities

Cons

  1. Adapt to other work arrangements, workplace cultures, and management styles
  2. Poor decisions could lead to poor results
  3. Lack of commitment from any parties to the project
  4. Lack of clarity of obligations
  5. Ineffective conflict resolution

Most of the risks associated with joint venture agreements can be mitigated with a thorough contract. Book an appointment with our experienced law firm to get personalized information about joint venture agreements. We can help you draft a fair agreement that covers every contingency.

Your Guide to the Key Services That a Corporate Lawyer Can Provide

Your Guide to the Key Services That a Corporate Lawyer Can Provide

Your Guide to the Key Services That a Corporate Lawyer Can Provide
If you run a business you may be considering using the services of a corporate lawyer. But what services does a corporate lawyer actually offer? We take a look with this in-depth guide in the world of corporate law.

Have you seen the TV shows that depict the world of law as an exciting and exhilarating environment?

On our TV screens, we get to see how high-flying lawyers overcome the odds to win the court case. But shows such as the legal drama, Suits, present a different picture than the reality of being a corporate lawyer.

In the real world, it's not quite as dramatic. And yet, the true answer to what do corporate lawyers do is no less important and vital.

Are you considering hiring the services of a corporate lawyer for your business? Before you do this, it's important to know what a corporate lawyer actually does.

That's why we've put together this guide to help you learn about the key services provided by corporate lawyers. Keep reading to find out more!

Corporate Lawyers vs Litigators

Many people confuse litigators with corporate law. This is totally understandable. People often see TV lawyers negotiating deals with clients one moment and fighting it out in court the next.

But the truth is that while corporate lawyers and litigators both work with corporations, what they actually do is quite different. The simple explanation is that corporate lawyers help create businesses. Whereas, litigators get involved when business goes wrong.

On the one hand, corporate lawyers create transactional arrangements and deals with and between corporations. On the other hand, litigators are called on when the transactional agreements are broken and something goes wrong.

Litigators try to resolve the disputes between corporations through the judicial system, mediation or arbitration.

Corporate lawyers want to avoid getting litigators involved if it's possible. That's why they work to ensure that each party involved in the agreement is made aware of their respective responsibilities and rights.

If you think you're searching for a litigation lawyer rather than a corporate lawyer, check out our blog on the top 10 reasons to hire a civil litigation lawyer.

What is a Corporate Lawyer?

Essentially, a corporate lawyer provides advice to corporations about their legal responsibilities, obligations, and rights.

Many corporate lawyers are generalists. Therefore, it's often necessary for corporate lawyers to consult with a range of experts in different legal fields, including tax and real estate.

What do Corporate Lawyers do?

When it comes to the day-to-day responsibilities of corporate lawyers, it really depends on the kind of law firm and the level of seniority of the lawyer.

A typical day in the life of a corporate lawyer involves the following tasks:

  • Phone calls
  • Negotiating deals
  • Drafting legal documents
  • Attending meetings with clients

A lot of the tasks of corporate lawyers revolves around making sure each party is clear on the legal agreements and what it means for them.

It's difficult to categorize the services of corporate lawyers because each law firms structures the services they provide in slightly different ways. However, we've put together a general understanding of the separate departments and services providing by most corporate law firms.

1. The Formation, Operation, and Governance of Corporations

Before what a corporate lawyer does can be explained, it's important that you understand exactly what a corporation is.

What's a Corporation?

Of course, a corporation is often referred to as a business or company too. But a corporation is above all a "legal entity".

According to the Legal Dictionary, a corporation is defined as follows:

"An organization formed with state governmental approval to act as an artificial person to carry on business (or other activities), which can sue or be sued, and (unless it is non-profit) can issue shares of stock to raise funds with which to start a business or increase its capital".

The incorporation relates to the laws of the particular state in which the corporation operates. Each state has laws regarding the formation, operation, and governance of corporations. As well as the dissolution of corporations.

Why is a Corporation a Legal Person?

By making a corporation a "legal person" it becomes separate from its owners. This avoids any situation in which a shareholder is liable for the activities of the corporation.

The corporation as a legal person also has eternal life. If the owner(s) of a corporation passes away, the corporation lives on.

Where do Corporate Lawyers Come in?

The formation of a corporation is essentially a legal thing. That's why you need a corporate lawyer to get it done.

If the owners of an enterprise want to become incorporated. The corporate lawyer will be hired to draft the what is called, "articles of incorporation". This document includes the details of how the business will be managed and operate.

The majority of states require corporations to include bylaws. The bylaws are introduced by the corporation to control the activities of the officers.

But there are numerous kinds of businesses that corporate lawyers have to manage the affairs of. Each business entity includes specific rights, responsibilities, structures and tax arrangements. These include:

  • Limited liability companies
  • Limited liability partnerships
  • Business trusts

The corporate lawyers provide advice to businesses on which kind of legal entity would be most appropriate for their enterprise.

After the Formation of the Corporation

But the job of a corporate lawyer is not exclusively with the formation of the corporation.

It's common for corporations to request legal advice about the management of the organization. After all, there are endless legal problems that any business encounters. Some examples include:

  • Contracts for office space
  • Employment contracts
  • Non-disclosure agreements

The variety of types of law that a corporate lawyer has to deal with means that it's often necessary to consult other legal experts.

For example, a corporation might call on a lawyer to research an environmental legal challenge. The corporate lawyer will commonly request advice from an environmental legal specialist.

2. Mergers & Acquisitions (M&A)

Mergers and acquisitions (M&A) is a fancy word for one or more legal corporate entities becoming a single legal entity. As a corporate lawyer, this is your bread and butter kind of work.

It's defined as "a combination of two companies where one corporation is completely absorbed by another corporation".

Why do M&A Happen?

By acquiring or merging with another company, a corporation could grow or downsize. The corporation becomes the owner of the other company's assets (such as property), equity rights and stock.

There are a number of motivations for M&A.

For example, if a smaller competitor is growing its market share of the same industry. This is a threat to your corporation's business. By acquiring the company, the challenge to your business is neutralized.

The Role of Corporate Lawyers

Corporate lawyers are brought in to examine the company's assets and liabilities.

The demands of an M&A are normally so substantial that it requires a team of corporate lawyers working together. Some corporate lawyers specialize in M&A practice.

Assets and liabilities include, among other things, the following:

  • Financial records (e.g. debts)
  • Employment contracts
  • Property holdings
  • Intellectual property
  • Litigation

This is referred to by lawyers as "due diligence". After this investigation is complete, the corporate lawyers return to the client with issues that need to be raised.

What are the consequences of the M&A for employees of the acquired company? Who is responsible for the current debts of the acquired company?

Once various agreements are made between each party, the corporate lawyers have to draft the M&A agreement. This involves a process of ironing out the details of the terms and conditions for each party. As well as, the rights, responsibilities, and liabilities of the parties.

3. Venture Capital

The next key service that corporate lawyers generally provide is related to what's called venture capital.

What is Venture Capital?

Even though you've almost certainly heard people talk about venture capital. You might not know exactly what venture capital is.

Venture capital is the financing provided for start-ups in the early stages of development. Investors choose start-ups that they believe have a high potential for growth. Investors in venture capital are usually looking out for emerging technology and innovative ideas.

How Corporate Lawyers can Help

Corporate lawyers work with start-ups to help them to secure public and private financing. Lawyers provide legal advice to emerging companies on formation and organization.

The tasks of lawyers involved in venture capital include the following:

  • Drafting legal documents (including articles of incorporation)
  • Securing Licenses
  • M&A

Many corporate lawyers find that venture capital is one of the perks of the job. This is because every party involved in the process has the same objective. Whereas, in many other aspects of corporate law, there are two or more parties at odds with each other.

4. Project Finance

Project finance is the name given to major infrastructure developments. This includes the following:

  • Roads
  • Power plants
  • Pipelines
  • Public transportation systems

Projects like these involve a wide number of players and a lot of money. That's why it requires corporate lawyers with specialized expertise in project finance.

A project such as a road requires the cooperation of numerous different corporations and entities. However, for the duration of the project, the parties come together to form a single entity. This can take the form of a corporation or another kind of legal entity.

This requires the lawyer to work on the project finance deal. This includes the following tasks for the lawyer:

  • Drafting of the power of purchase agreement
  • Contracts between parties
  • Financial terms and conditions of investors and lenders

The challenges of project finance work mean that corporate lawyers have to research across a number of fields and consult experts.

5. Security Law

While the previous 4 examples of key services provided by corporate lawyers, security law is less commonly the territory of corporate lawyers. However, corporate lawyers can have specialist knowledge of security law.

What is Security Law?

This is nothing to do with national security. Security law is related to the ownership of stocks and bonds that are traded on the market.

A stock and bond are referred to as a "security".

The security laws are underpinned by the Federal government. There are a number of acts that every corporate lawyer needs to understand. For example the Securities Act of 1933.

This requires any corporation that sells stocks or bonds to members of the public to be officially registered with the United States government.

Under this law, there are also specific obligations to disclose information to shareholders.

For example, if the corporation is a public company that is traded on the stock exchange, the US government requires reports to be submitted to both the Securities and Exchange Commission and shareholders.

What do Corporate Lawyers do?

Such reports are legal documents. And therefore, they are drafted by corporate lawyers. This can take either annually or quarterly.

However, if there is a significant event that affects the price of the company's stock, the corporation might be required to disclose further information to both the stakeholders and the US government.

Hire a Corporate Lawyer for Your Business

Now you know the key services that a corporate lawyer can provide, it's time to get your business a lawyer you can trust. By hiring a corporate lawyer now, you can build up a strong relationship before you require legal advice.

Corporate law is a really complex business. It's really important to have an experienced and knowledgeable lawyer on your side.

Our lawyers have years of experience in corporate law for both small and medium-size businesses. If you need a corporate lawyer, contact the team at Verhaeghe Law Office in Edmonton.

Top 10 Reasons to Hire an Edmonton Corporate Lawyer

Top 10 Reasons to Hire an Edmonton Corporate Lawyer

Hire a Corporate Lawyer
Are you on the fence about whether or not you should hire a corporate lawyer in Edmonton, Canada? Read on to learn why you should hire a corporate lawyer.

When most people launch a business they focus on the financial, marketing, and staffing matters first. Hiring a corporate lawyer is often last on the to-do list.

In fact, most businesses don't hire a lawyer until after they have a problem. That's not smart. Shrewd business planning means consulting a lawyer to identify potential problems. A good corporate lawyer helps you avoid problems before they occur.

Dealing with legal issues is expensive and frustrating. Business owners can't expect to be familiar with every law that applies to Edmonton companies. That's why the most astute business owners get competent legal advice.

Legal problems can show up in any size business. Keep reading to learn why you a lawyer for business dealings like contracts, partnerships, and employment is so important.

When Should You Hire a Corporate Lawyer?

The simple answer is you should hire a lawyer before you need one. Corporate lawyers know how to help clients prevent problems, and maintain their legal affairs.

When you hire a lawyer after a disaster, the lawyer spends valuable time and resources getting up to speed on your company's situation. They have to review company history and business practices. They must question and understand everything before they can guide you.

A lawyer hired at launch, or long before the crisis already knows your business. A lawyer who is familiar with how the company works, and what's at stake can act immediately. There won't be a delay, or added expense before the issues are addressed.

Small business owners hire professional accountants and insurance agents without pause. You should hire your corporate lawyer the same way. Set up a relationship so you are both ready if you need consultation or representation.

If you're still unsure, here are ten reasons for hiring a lawyer for your business.

1. Protect Against Lawsuits

If you hire a lawyer after you've been sued, it's probably too late. At that point, a good lawyer may get the charges reduced, but they can't get rid of them.

If you're proactive and put your business affairs in proper legal order at the outset, you may avoid the lawsuit.

A corporate lawyer tries to preempt problems by including protections in the client's legal documents. For example, a well-defined agreement has clear information on everyone's rights and responsibilities. It addresses issues that may occur if something goes wrong.

2. Mitigate Damages

If you find yourself in a personal injury case a lawyer can help mitigate the damages. It may be an employee or a customer who files the lawsuit.

Either way, the lawyer needs complete honesty from you so he can get the best result. If the employee or customer was hurt due to your actions, say so. It's better for your lawyer to learn the details from you so he can prepare your case.

3. Draft and Negotiate Contracts

Doing businesses means entering into contracts. When a customer, employee or supplier requires a contract, ask your lawyer for advice on legalities. A lawyer knows the legal ins and outs and can review a contract to be sure your business is safe.

It's easy to miss important points that could cause trouble later. One example of this is signing a contract that doesn't have a dispute clause. Without a dispute clause, your business could end up in a lawsuit. The dispute clause allows for mediation as a way to solve the issue.

What if you have an executed contract, but the other party breached it? Your lawyer can explain your legal options and responsibilities.

Experienced corporate lawyers draft and negotiate all kinds of contracts. Here are just a few examples:

Sales Contracts

  • Bill of Sale
  • Sales Agreement
  • Purchase Order or Offer
  • Warranty
  • Limited Warranty
  • Security Agreement Between Lender and Borrower

Employment Contracts

  • Contract for Employment
  • Noncompete Agreement
  • Independent Contractor
  • Consultant Agreement
  • Distributor Agreement
  • Sales Representative Contract
  • Confidentiality Agreement
  • Nondisclosure Agreement, Reciprocal Nondisclosure Agreement
  • Agreement for Employment Separation

Leases

  • Lease for Real Property
  • Equipment Lease

General Business Contracts

  • Franchise Agreement
  • Advertising Agency Agreement
  • Indemnity Agreement
  • Covenant Not to Sue
  • Settlement Agreement to End Lawsuit
  • Release from Liability
  • Transfer Assignment of Contract
  • Stock Purchase Agreement
  • Shareholders Agreement
  • Partnership Agreement
  • Joint Venture Agreement
  • Agreement to Sell Business

In most cases, a corporate lawyer generalist can create your contracts. If the situation calls for a specialist, your lawyer can help you make that decision. That's another reason to have a strong lawyer relationship in place.

4. Incorporate a Business

There's more to incorporating your business than paying a fee. You need a legal pro to help you navigate the process so you get through it without complications. If you're not familiar with all the legalities, a corporate lawyer can guide you. The first step is to decide if the business is a sole proprietorship, a partnership, a Limited Liability Corporation, nonprofit or corporation.

The type of business structure you choose determines your exposure to legalities like liability, tax obligations, setup fees, and other expenses. It also affects how you can legally fund your company.

A consultation with an experienced corporate lawyer is vital for making the best decisions as you start your business. The lawyer can help with documents as well as decisions.

5. Local, Province, and Federal Compliance

The government in Canada, Alberta, and Edmonton all have laws and regulations. Rules can differ between provinces. That's why its essential you consult with a lawyer who knows how to comply with the law.

If any government entity investigates or files suit against your business, you need a lawyer. The cause for an investigation varies.

It may be a labor investigation due to an employee complaint. Or, perhaps there's a tax dispute. Your lawyer can direct you on the best way to deal with any legal issues.

You're probably aware that province and federal laws each have their own procedures. Each government has rules on construction, taxes, and more.

There are additional regulations when your business has dealings across the country and overseas. You need legal expertise to guarantee your company follows necessary rules and regulations.

You may feel comfortable researching regulations on your own, but it will take valuable time and effort away from your work. A lawyer knows the law.

Hiring one at the start saves money in the form of time and potential legal problems. A corporate lawyer makes sure you are in compliance at every level of government.

6. Employee Concerns and Issues

Unfortunately, employee-related issues are a major factor in any business. If a situation goes sideways you'll be short on money and help. But, if you have a lawyer versed in employment issues, you can resolve problems faster.

The place to start is with your hiring processes. A lawyer can help you avoid employment-related issues in several ways.

  • Facilitate hiring
  • Administer worker's compensation
  • Draft employment agreements
  • Employee dismissals with no legal repercussions

No company wants an employee lawsuit. If you have a lawyer on retainer you can reduce the risk.

Consult your lawyer when deciding whether to hire someone as an employee or an independent contractor. There are specific legal requirements for both. An experienced lawyer knows how to stay in compliance with employment laws.

If you hire an independent contractor, your lawyer can draft an agreement that suits your company. If you use an existing contract, ask the lawyer to review it before anyone signs it.

Always consult a lawyer before hiring or firing employees. You don't want to put your company, or yourself, at risk for a discrimination complaint. A lawyer advises on what you can and can't ask during an interview.

He also protects your interests if you face an employee lawsuit.

7. Filing a Patent

Have you designed a new product or service? If so, you must file for a patent to protect your interests.

Patents are time-consuming. Sometimes they're hard to get approved in a timely manner without a lawyer's help. If your corporate lawyer isn't familiar with patents, get a referral for a specialist.

An experienced patent lawyer knows the ins and outs of the process. A lawyer with patent experience can help you get your patent in a reasonable amount of time.

8. Purchase or Sale of a Business

Legal issues arise with both buying and selling a business. It's more complicated than other everyday purchases. It's smart to have a lawyer involved. A lawyer can help with valuation of the business.

If you need agreements, permit transfers and licenses a lawyer can handle it. An experienced corporate lawyer can help you get the most value from the transaction.

A lawyer is useful during the sale. He can monitor proper stock transfers, vet buyers, and help to negotiate the deal. A corporate lawyer works to get the most value for your money when you're the buyer.

9. Environmental Issues

Environmental issues are a big deal. Federal compliance standards are part of society working to save the environment. If you aren't aware of regulations your company could find itself in the middle of a lawsuit. Or worse, you could face a federal complaint.

A business lawyer knows the issues on a local and federal level. He can help your company stay compliant so you avoid issues before they happen.

If an environmental issue arises and you don't have a lawyer, consult one right away. Issues can come from manufacturing, emissions, developing raw materials, or waste disposal.

There are other ways you can encounter environmental issues. You may buy land and learn later that it has hazardous waste beneath the surface.

You'll need a lawyer to sue the seller for not disclosing it. The lawyer will pursue your case so the seller pays for cleanup costs.

It's important to note that engaging a lawyer before the purchase may have exposed the problem. You could have walked away from the deal, or made the sale contingent on an environmental cleanup.

Either way, a corporate lawyer can save you time, money, and frustration.

10. Business Structure

Beyond incorporating your business, you'll need a legal education on:

  • Setup costs
  • Tax obligations
  • Continuing expenses
  • Potential liabilities
  • Employee concerns

Legal documents aren't a DIY project. Sure, it's tempting to handle legal aspects on your own. Yet, it won't save you money if you don't fully understand what you're doing.

In fact, trying to save money could end up costing a lot more in the form of a lawsuit or penalty. Consult a lawyer to structure your business properly and avoid legal problems.

You'll be glad you can focus on your company instead of a court case. Let your lawyer create and file all the documents required for your business.

Hire a Corporate Lawyer Before You Need One

A good corporate lawyer is a valuable asset to every business. If you haven't hired a lawyer yet, consider it now. It's never to early to build a relationship with your lawyer so he's ready to assist when you need legal help.

Remember, corporate law is complicated. Navigating corporate law requires a well-trained and experienced professional. You need a team to guide your company through any and every potential legal ramification.

When you take proactive action towards potential problems, often you can avoid them.

Don't wait to hire a lawyer until you have a legal problem. Find the best lawyer for your situation. Study their website, review testimonials, and ask friends and family for referrals.

If you need a corporate lawyer, contact the team at Verhaeghe Law Office in Edmonton. Our lawyers have years of experience in corporate law for both small and medium size businesses. From Federal Incorporation to Provincial Incorporation to Succession Planning to Builders Liens to contract review and drafting, with few exceptions, we can handle pretty much anything that comes our way. We look forward meeting with you and becoming your corporate lawyers. As an added bonus, when we become the registered office for your corporation, we will not charge for any personal guarantees, notary services or travel consent forms.