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| About the Editors | |
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| About the Authors | |
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| Foreword | |
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| Acknowledgements | |
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| Introduction | |
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| Structuring an Expansion to Canada | |
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| Legal Entities and Methods for Doing Business in Canada, including Related Taxation Issues | |
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| Introduction | |
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| What Methods and Legal Entities are Available for Expansion to Canada? | |
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| Options for Expansion | |
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| Examination of Options | |
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| Branches & Subsidiaries | |
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| Branch | |
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| Basic Tax Considerations of Branch Operation | |
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| Tax Advantages of a Branch | |
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| Tax Disadvantages of a Branch | |
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| Tax and Related Registrations Required for Branch | |
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| Subsidiary | |
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| Structure | |
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| Jurisdiction of Incorporation in Canada of Subsidiary | |
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| Registrations Required | |
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| Potential Shareholders' Agreement for Subsidiary | |
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| Income Tax Considerations of Subsidiary | |
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| Tax Advantages of Subsidiary | |
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| Tax Disadvantages of Subsidiary | |
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| Special Rules for Nova Scotia ULC | |
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| Tax Consequences | |
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| Advantages of Nova Scotia ULC | |
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| Disadvantages of Nova Scotia ULC | |
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| Joint Venture or Partnership | |
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| Joint Venture | |
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| Partnership | |
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| Joint Venture/Partnership - Tax Considerations | |
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| Tax Consequences | |
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| Advantages | |
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| Disadvantages | |
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| Incorporation and Shareholders' Agreement | |
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| Master Franchise or Area Development | |
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| Master Franchise Agreement | |
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| Area Development Agreement | |
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| Tax Consequences | |
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| "GST" on Supplies of Goods and Services | |
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| Overview | |
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| Application of GST to Franchises | |
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| Branch Operation | |
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| Mandatory Registration | |
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| Voluntary Registration | |
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| Security | |
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| Canadian Subsidiary | |
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| Customs Duties | |
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| Overview | |
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| North American Free Trade Agreement (NAFTA) | |
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| Provincial Sales Tax | |
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| Overview | |
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| Retail Sales Tax | |
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| Harmonized Sales Tax | |
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| Quebec Sales Tax ("QST") | |
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| Business Immigration for Franchisors | |
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| Introduction | |
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| Working in Canada | |
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| Temporary Resident Visas | |
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| Temporary Resident Visa Exemptions | |
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| Work Permit Exemptions | |
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| Work Permit Categories | |
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| Work Permit Conditions | |
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| Applying for a Work Permit | |
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| Accompanying Family Members | |
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| Permanent Resident Status and Citizenship | |
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| Competition Law in Canada | |
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| Introduction | |
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| The Act - Format | |
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| Abuse of Dominance | |
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| Exclusive Dealing | |
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| Tied Selling | |
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| Market Restriction | |
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| Refusal to Deal | |
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| Conspiracies/Restraint of Trade | |
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| Price Maintenance (and Suggested Retail Pricing) | |
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| Price Discrimination and Promotional Allowances | |
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| Predatory Pricing | |
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| False or Misleading Advertising | |
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| Contests | |
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| Doing Business in the Province of Quebec | |
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| Adhesion Contracts | |
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| Consequences of Characterization as an Adhesion Contract | |
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| External Clauses | |
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| Illegible and Incomprehensible Clauses | |
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| Abusive Clause | |
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| Personal Guarantees | |
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| Suppliers' Liability | |
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| Charter of the French Language | |
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| Name of the Enterprise | |
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| Choosing a Name | |
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| Using the Name | |
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| Signs, Posters and Commercial Advertising | |
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| Documents Relating to the Business | |
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| Contracts and Agreements | |
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| Catalogues, Brochures and Similar Publications | |
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| Products and Computer Software | |
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| Products | |
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| Computer Software and Toys | |
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| Websites | |
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| Labour Relations | |
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| Penalties and Other Sanctions | |
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| Personal Property Security | |
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| Introduction to Personal Property Security Act | |
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| When Does the PPSA Apply? | |
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| Security Interests | |
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| Exemptions from the PPSA | |
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| Franchise System Security | |
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| Taking a Security Interest | |
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| Registering a Financing Statement | |
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| Online Registry System | |
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| Place of Registration | |
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| Serial Numbered Goods | |
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| Fixtures | |
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| Maintaining Registrations | |
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| Priority | |
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| Enforcement | |
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| Quebec - The Hypothec | |
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| Trade-Mark and Other Intellectual Property Issues | |
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| Trade-Marks | |
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| Common Law Protection of Trade-Marks | |
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| Common Law Passing-Off | |
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| Statutory Passing-Off | |
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| Federal Trade-Marks Act | |
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| Types of Trade-marks | |
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| Registrability | |
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| Registration Process | |
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| Licensing Use of Trade-marks | |
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| Intercompany Licenses | |
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| Expungement | |
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| Prohibited Use and Recourses | |
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| International Treaties | |
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| Copyright Protection | |
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| Scope and Term of the Right | |
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| Ownership of Copyright | |
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| Translation | |
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| Moral Rights | |
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| Foreign-Based Authors | |
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| Remedies | |
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| Registration | |
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| Patents | |
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| Confidential Information Protection | |
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| The Canadian Franchise Agreement | |
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| Introduction | |
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| Term and Renewal | |
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| Territory and Reservation of Rights | |
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| Non-Competition Covenants | |
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| Initial Fees and Royalty Payments | |
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| Interest Rates | |
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| Location, Design and Construction | |
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| Doing Business in Canada Considerations | |
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| Marketing Boards | |
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| Packaging Requirements | |
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| Product Warranty | |
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| Special Regulatory Requirements | |
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| Competition Act Considerations | |
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| Unfair Business Practices | |
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| Training and Operating Assistance | |
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| Advertising Fund | |
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| Establishment of Advertising Funds | |
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| Advertising Provisions in the Franchise Agreement | |
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| Advertising Fund Competition Act Considerations | |
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| Intellectual Property Protection and Confidentiality | |
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| License to Use Trade-Marks | |
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| Accounting Records, Audits and Inspections | |
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| Insurance | |
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| Liability Insurance | |
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| Property Insurance | |
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| Assignment, Transfer and Sale | |
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| Termination | |
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| Franchisee's Obligations upon Termination or Expiration | |
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| Franchisor's Rights and Obligations upon Termination | |
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| Guarantor's Covenants | |
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| Security to Franchisor | |
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| Boilerplate Provisions | |
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| Canadian Spelling and Language Issues | |
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| Currency Selection | |
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| Penalty Clauses and Equitable Remedies | |
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| Waiver of Jury | |
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| Severability | |
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| Entire Agreement Clause | |
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| Governing Law and Jurisdiction | |
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| Mediation and Arbitration | |
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| Conclusions | |
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| Canadian Liquor Law Requirements Respecting Royalties Fees Calculated on Liquor Sales | |
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| Franchise Disclosure Issues in Canada | |
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| History of Franchise Legislation in Canada | |
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| Introduction | |
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| Alberta | |
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| Ontario | |
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| Other Provinces | |
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| Uniform Law Conference of Canada ("ULCC") | |
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| Overview of the Requirements of Alberta and Ontario Franchise Legislation | |
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| Introduction | |
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| Highlights of the Ontario and Alberta Acts | |
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| Important Definitions under the Ontario Act and The Alberta Act | |
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| Franchise | |
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| Franchise Agreement | |
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| Application of the Ontario Act and the Alberta Act | |
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| Obligation to Disclose and Exemptions | |
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| Material Changes | |
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| Delivery Mechanics | |
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| Rescission | |
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| Damages for Misrepresentation | |
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| Liability | |
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| Waivers, Jurisdiction, Venue and Forum | |
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| Financial Information Exemptions | |
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| Financial Statements | |
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| Certificate of Disclosure | |
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| Risk Statements | |
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| Alternative Dispute Resolution | |
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| Disclosure Document General Information | |
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| Disclosure Document Contents | |
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| Matters of Special Interest to Foreign Franchisors | |
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| Can a Foreign Franchisor Use a UFOC or Other Form of Offering Circular or Disclosure Document? | |
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| Ontario | |
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| Alberta | |
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| Can a Foreign Franchisor Use Local Law to Govern Its Franchise Documents? | |
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| Franchise Disclosure Cases in Canada | |
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| Ontario | |
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| Alberta | |
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| Privacy Laws in Canada: Their Implications for Franchising and Marketing | |
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| Introduction to Privacy Issues | |
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| Franchising Issues | |
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| Privacy Laws | |
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| Basic Privacy Principles | |
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| Canada's Privacy Laws | |
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| Federal - PIPEDA | |
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| Canada's Ten Privacy Principles | |
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| Constitutionality and Jurisdiction | |
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| Remedies | |
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| Summary | |
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| Quebec | |
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| British Columbia and Alberta | |
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| Other Provinces | |
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| Remedies and Enforcement | |
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| Concurrent Remedies in Statute and Common Law | |
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| Other Common Law Remedies | |
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| Class Actions | |
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| Actions for Misrepresentation under the Competition Act | |
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| Remedies and Enforcement: Summary | |
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| Specific Implications for Franchisors | |
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| Implications of the Consent Requirement | |
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| What is "Sensitive Information"? | |
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| Communication of Purposes | |
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| Premises and Security | |
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| Access by Individuals | |
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| Compliance Options | |
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| Basic Privacy Compliance Steps | |
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| Appoint a Compliance Officer | |
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| Conduct a Privacy Audit | |
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| Develop a List of Approved Purposes | |
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| Prepare Privacy Policies, Brochures and Consent Forms | |
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| Consider a New Filing System | |
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| Initial the Privacy Plan | |
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| Maintaining Compliance | |
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| Compliance Issues for Franchisors | |
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| Conclusion | |
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| Dispute Resolution and Franchise Litigation in Canada | |
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| Introduction | |
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| Legal System | |
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| Jurisdiction of Courts | |
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| Litigation Differences Between Canada and The United States | |
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| Judge-made Law | |
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| Damage Awards | |
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| Costs and Legal Fees | |
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| Class Actions in Canada | |
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| Right of Association | |
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| Enforcement of Foreign Judgements in Canadian Courts | |
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| Choice of Law and Forum, and Waivers | |
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| Duty of Good Faith and Fair Dealing in Canada | |
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| Injunctive Relief | |
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| Non-Competition Covenants | |
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| Alternative Dispute Resolution; Mediation and Arbitration | |
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| Conclusion | |
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| Arthur Wishart Act (Franchise Disclosure), 2000 (Ontario) | |
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| Ontario Regulation 581/00 | |
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| Ontario Regulation 9/01 | |
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| Alberta Franchises Act | |
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| Alberta Regulation 312/2000 (Consolidated up to 134/2004) | |
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| Alberta Regulation 240/95 | |
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| Index | |