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Do you understand your commercial lease agreement?
Disclaimer: This article on commercial lease agreement in Ontario is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.
Our office has been receiving more and more inquiries recently relating to commercial leasing disputes. This is to be expected to some extent – after all, we are in a recession – and we want to make sure that all of our clients are aware of their rights and responsibilities when it comes to their leases.
Of course, every situation and lease is unique. If you would like to discuss your lease, please get in touch with our office as soon as possible. We are well-versed in commercial tenant law, and we can provide you with advice and guidance on how to proceed.
Your Commerical Lease Agreement in Ontario
Many landlords reach out to us because they are having significant difficulties with their tenants, such as their tenants defaulting on rent or not following the terms of their lease. What are your options?
Well, what does your lease say? Generally speaking, your lease is going to be your ground zero. If you have a well-prepared lease, you have more options. On the other hand, if you do not have a strongly worded, clear, and enforceable lease, you have fewer options.
The reality is that there are not a lot of protections under common law or in the legislation, specifically the Commercial Tenancies Act. Your lease is your best form of protection. We cannot overstate it enough: if you are not sure if your lease will protect you from a difficult tenant, you do not want to wait until there is an issue to find out.
Most savvy commercial landlords have an exceedingly good lease that gives them all the rights and “hold the cards,” so to speak. So what does that mean for tenants?
Signing a commercial lease as a tenant
You may be so excited to find the perfect space for your growing business that you are ready to sign anything. However, you need to ensure that the terms of the lease protect you and your business as much as possible.
You have rights as a tenant, but if you sign away those rights when you sign your lease, then you cannot avail yourself of the remedies provided for in the Commercial Tenancies Act. You must understand what you are signing and the lease must be able to also serve your interests.
That is where we come in. Before you sign your rights away, talk to our team. Too often, we see great businesses with their hands tied by a landlord-provided lease, and we do not want that for you. We can help you understand what the terms really mean and negotiate the terms that will hold your business back.
Protecting your interests with Beeksma Law
At Beeksma Law, our comprehensive experience covers both sides of the table. For landlords, we can help with drafting and enforcing your leases. For tenants, our experience helps to ensure that your rights are protected while you sign a lease.
We believe in empowering our clients. When you are armed with knowledge, you can make informed decisions that are in the best interests of your business. We clearly explain the law and ensure you understand what is at stake before signing on the dotted line. Book a call with our team today – we are happy to hear from you!
Buying a Book of Business in Ontario
Disclaimer: This article on buying a book of business is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.
In many businesses, entrepreneurs have to face the question of succession planning. Will the business be sold to someone? Should it pass on to a family member? Will it merge with another organization? These are all important questions to consider, and having a plan in place can help ensure that the business continues to be successful.
Many professionals are getting older (for example, the average financial advisor is now in their 50s), with retirement looming on the horizon. For new professionals in the field, this may be the expansion opportunity that you’ve been waiting for. After all, what better way to expand than to acquire a well-established adviser’s clients and business?
Expanding your business this way is no small matter. Making sure that your interests are protected – whether you are the purchaser or the seller – requires legal expertise, good advice and a savvy business sense.
In this article, we will talk about buying this specific type of business and different areas that you need to consider.
What is a “Book of Business”?
When acquiring a financial advisor’s business, you will likely be purchasing the book of business. This is the advisor’s client list and their associated assets. It typically includes detailed information about each client (e.g., contact details, relationship history, and account balances).
However, buying a book of business is an intangible asset and can be difficult to value. It is much different than buying (for example) a retail location with merchandise, equipment and the associated liabilities. The right legal and financial due diligence is required when considering such a purchase and its potential for success.
Much of the value behind a book of business lies in its “goodwill” or the value of the relationships between the advisor and their clients. Factors like trust, satisfaction with services rendered, as well as reputation can have a major effect on whether or not a client decides to stay with the business after an ownership change.
Questions to Consider
When considering buying a book of business, there are many questions to consider, such as:
- How will you determine the value of the book of business? Will multiple appraisals be required? When should the seller provide a finalized list of clients and their assets?
- What will the transition period look like? How will the clients be informed? Will the seller make introductions and work towards a smooth transition? How will existing staff, if any, be retained and/or rewarded for their loyalty?
- What other financial obligations (such as taxes) need to be taken into account when making the purchase?
- What kind of non-competition clause should you include to ensure that the seller does not take business away from you?
Of course, each transaction is unique and will have its own specific requirements. It is important to have experienced advisors and lawyers on your side to make sure that you are getting the best deal possible.
Buying a financial advisor’s book of business can be an exciting opportunity for entrepreneurs looking to expand their businesses. However, it requires careful consideration and due diligence in order to ensure that all parties
Take the next step with Beeksma Law
Whether you are looking to buy another advisor’s book or sell your business, Beeksma Law can help. Our team of experienced lawyers can guide you through the process and make sure your interests are protected every step of the way.
With our experience and expertise, our clients can rest assured that the deal will be as hassle-free as possible. As entrepreneurs ourselves, we know what your business means to you and take it just as seriously as you do. To learn how we can help you buy or sell a book of business, contact us for a consultation today.
How to contest (or challenge) a will in Ontario?
Disclaimer: This article on challenging a will is intended for the purposes of providing information only. It is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.
Estate disputes are becoming increasingly common, as family members wish to challenge the contents of their deceased relative’s will for a number of reasons.
If that’s the case, can you challenge a will? Who has the right to do so? What are the different grounds for contesting or challenging a will? These are the questions that we will answer in this article.
At Beeksma Law, we are passionate about estate law. From creating clear, complete estate documentation to helping you navigate any legal issues following a death, we are here to help.
Who can challenge a will in Ontario?
In the province of Ontario, only certain individuals have the right to challenge a will. We call these individuals “interested parties.” Under Ontario’s Succession Law Reform Act (SLRA), interested parties are those who “appear to have a financial interest” in the estate. This could mean those who would be beneficiaries under the intestacy provisions of the Act if there were no will, or anyone else who can demonstrate that they were financially dependent on the deceased.
Typically, challenges are brought by children, grandchildren, spouses, siblings and other close relatives.
What are common grounds for challenging a will?
The court will not invalidate a will that treats you unfairly or if you do not receive what you felt entitled to inherit. Simply put, there is no legal requirement to be nice or to share an estate equally. It’s also important to note that the onus is on the person bringing forward a challenge to prove that the will is invalid. This means that the courts will assume that the will is fine and it is up to you to convince them otherwise.
However, you could successfully challenge a will under a few grounds. Let’s consider some of those.
Lack of Capacity
The law requires that someone making a will knows and understands the impact of what they are signing. Because of someone’s capacity, someone may question the validity of a will. Therefore, an interested party may challenge a will if the testator (the person making the will) did not have the mental capacity to understand:
- what they were signing;
- what it meant for their beneficiaries; and
- how another party was likely to interpret the will at the moment that the testator reviewed and signed the will.
This is particularly important – you must prove that the testator lacked capacity at the time of signing. There is a principle in law called a “lucid interval”. This means that while a person may struggle with cognitive function, they can still have lucid intervals where they can reason and make decisions. If that is the case, then a will made during this period could be valid.
Undue Influence
Undue influence is another common ground for contesting wills. This is when an individual forces, coerces or manipulates the testator into making decisions that were not in their best interests. This could be by another family member, a caregiver, or even a lawyer or other professional involved in the drafting of the will.
The court can consider factors such as whether the will benefited anyone too highly in a disproportionate way. It can also consider whether the testator was influenced by someone they had an unequal relationship with (such as a caregiver).
We typically see this among elderly people who live alone. A “new friend”, caregiver or one of their adult children may take advantage of their relationship with that person to try to influence their decisions in order to benefit from their will or powers of attorney.
If you believe that any of these conditions have been present, then a court challenge might be the right course of action for your case.
Changed Circumstances
We noted the example of actor Heath Ledger in an earlier article. He created a will, but did not update it after the birth of his daughter.
In some circumstances, an interested party can challenge a will if there is evidence that the testator did not update it to reflect changes in their circumstances. Those circumstances must be so noteworthy that the will no longer reflect the testator’s true wishes (i.e. to care for their children).
Fraud or Forgery
It is possible to challenge a will if there is evidence that someone forged or altered it in any way. It is also possible to challenge a will if someone fraudulently obtained the signature of the testator.
Contesting a Will in Ontario
Challenging a will in Ontario involves a few steps. First, you need to file a Notice of Objection. This is where you explain why you’re objecting to the will and state your interest in the estate (like being the child of the deceased and a beneficiary in a prior will). When you file this notice, the court will not move forward with any applications for the appointment of an estate trustee (or executor) until the objection is resolved.
What if an estate trustee has already been appointed? Then, you will have to file a motion demanding the return of the Certificate to the court.
Courts in Ontario can try to determine what the person who made the will (the testator) truly intended. Figuring out their intentions can be tough, especially if they’re no longer around to explain.
Challenging a will is a serious legal matter, and getting the process right is essential to protect your interests.
When You need to Contest a Will in Ontario, Contact Beeksma Law
At Beeksma Law, we are experienced in dealing with will disputes and can help you through the process. We understand that this is a difficult time for families. Our team of estate lawyers balances compassion with professionalism to be your guide and advisor through this process. If you would like to discuss your case further or any of your estate planning needs, please do not hesitate to contact us today. We are here to help!
For-Profit and Not-For-Profits: What’s the Difference?
Disclaimer: This article on For-Profit and Not-For-Profits is intended for the purpose of providing information only. It is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.
The differences between for-profit and not-for-profit corporations in Ontario can be significant and are important to understand if you’re considering setting up either type of corporation in the province. While both types of business entities have similarities, there are also some distinct differences that you must consider.
In this blog post, we will explore the key distinctions between for-profit and not-for-profit corporations in Ontario. This information can help you make an informed decision about which type of corporation is right for your business.
What is a not-for-profit corporation?
Not-for-profit corporations, also referred to as “nonprofits” or NFPs, are businesses that are set up to provide goods, services and assistance to the community. They do not offer a financial return on investment (ROI) and instead provide benefits to their members and/or the public at large.
Not-for-profit corporations typically serve a certain sector of the community. For example, a community garden or athletics group may opt to incorporate as a not-for-profit corporation to help with obtaining funding.
What law governs for-profit and not-for-profit corporations?
The Ontario Business Corporations Act governs for-profit corporations, while the Ontario Not-for-Profit Corporations Act governs not-for-profit corporations.
Who owns for-profit and not-for-profit corporations?
The ownership structure of for-profit corporations is typically linked to the shareholders, who own the company’s assets and profits. In contrast, Not-for-Profits are controlled by their members, who act as custodians of the organization’s assets and activities.
What is the cost to set up a not-for-profit corporation?
The cost of setting up a for-profit corporation in Ontario depends on several factors. These factors include the number and structure of shares issued, filing fees and other requirements such as obtaining professional advice or assistance.
For nonprofit organizations, your cost would include all of the factors noted above. However, there are additional costs to incorporate under the Not-For Profit Corporations Act. These costs include filing fees, legal review costs and more. These corporations are more complicated and the fees, therefore, reflect those additional considerations.
Requirements for Non for Profits
There are some requirements for not-for-profit corporations that do not apply to for-profit corporations.
For example, a for-profit corporation can set out any number of directors in the Articles of Incorporation. By contrast, a not-for-profit corporation must have a minimum of three directors.
Additionally, a not-for-profit corporation must set out the corporation’s activity and how it will assist the community. Generally speaking, you would include between two and six paragraphs outlining the intention of the corporation. You must carefully word that statement to avoid confusion or legal troubles down the road – this is one area where you definitely need to seek legal advice before filing!
Finally, a not-for-profit corporation includes the following special provision: Commercial purposes, if any, included in the articles are intended only to advance or support one or more of the non-profit purposes of the corporation. No part of a corporation’s profits or of its property or accretions to the value of the property may be distributed, directly or indirectly, to a member, a director or an officer of the corporation except in furtherance of its activities or as otherwise permitted by this Act.
Can a not-for-profit earn a profit?
Absolutely! For example, a not-for-profit can earn a profit from activities that are related to its purpose or mission. However, you must distribute any profits back into the organization to help it achieve its goals and objectives, such as providing services or products to its members.
To Summarize…
| For Profit Corporations | Not For Profit Corporations |
| Is governed by the Ontario Business Corporations Act | Is governed by the Not-For-Profit Corporations Act |
| Is owned by the shareholders | Is owned by the members |
| Can earn a profit | Can earn a profit but must distribute that profit back into the organization |
Setting up your not-for-profit corporation with Beeksma Law.
At Beeksma Law, we understand the unique needs of not-for-profit corporations and can help you navigate the legal process. We are here to help you navigate the process and answer any questions that you may have. To book your complimentary consultation, please click here. We look forward to speaking with you!
Starting and Ending Partnerships In Ontario
Disclaimer: This article on partnerships in Ontario is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.
Going into business with someone else can be a great way to increase your chances of success. You can share the workload, knowledge and resources while also having someone to hold you accountable for your decisions. Working with a partner allows you to expand your market reach, attract more customers and build relationships within the industry.
However, going into business with someone else means you must take extra steps to set yourself up for future success. This article will discuss the importance of a partnership agreement and what happens when you want to end your partnership.
Starting a Partnership on the Right Foot
When it comes to starting a business partnership, taking the time to ensure that everything lines up can save you and your partner a lot of headaches down the road. A strong initial agreement should outline how to share any profits, how to make decisions, and what happens if one of you wants out of the arrangement.
While you may be excited to being your venture, making sure that everything is in order should be your first priority. Doing so will help you avoid potential conflicts, confusion, and legal issues that can arise from not having a clear agreement set up.
Setting Up Your Partnership Agreement
If you’re serious about forming a business partnership, you must first determine how your business will be structured. Typically, partnerships in Ontario are formed through general partnerships or corporations.
Partnerships in Ontario
Partnerships in Ontario are defined as “the relationship between two or more people who agree to carry on a business together with the view of making profit.” This type of structure is often seen in small businesses, as it allows for shared ownership and responsibility among partners. A partnership agreement governs the arrangement and outlines the rules and details of the partnership.
Corporations
If your business is a corporation, then each partner holds a certain percentage of the company’s shares and are shareholders. This type of structure is more complex than general partnerships but can offer individual liability protection and more tax advantages.
The corporation is considered a separate entity, and as such, is subject to its own set of regulations and laws. A Unanimous Shareholder Agreement governs the relationship.
Creating Your Agreement
Once you’ve determined your business structure, it’s time to create your agreement. This will help ensure that you and your partner are on the same page in terms of expectations and responsibilities.
Your agreement should include details such as:
- The percentage of ownership that each partner has
- How profits and losses will be shared
- The purpose of the partnership
- What rights and responsibilities each partner has
- Any restrictions placed on the partners, such as limits on selling shares or assigning interests in
- How to dissolve the partnership
- How the business should be appraised, how many appraisals are needed and who will cover the cost of the appraisal(s)
This leads us to the next point, which is, “What happens when you want to end a partnership?”
Ending Partnerships in Ontario
No matter how well-crafted your partnership agreement is, there may come a time when you and your partner no longer want to continue working together.
In such cases, it’s important to have a plan in place for ending the agreement. This should include steps such as notifying any creditors that the partnership has been dissolved, informing any third-party service providers, and filing the appropriate paperwork with the relevant government agencies.
What if the end of your partnership is less of an agreeable end, and more of a business divorce? In such cases, it’s best to consult with a lawyer to ensure that you are following all of the necessary steps for the dissolution.
Of course, having a strong contract in place can help minimize the conflict involved, since all parties will already have a clear picture of their rights and responsibilities.
Handling Disputes in Your Partnership
When you begin your partnership, you are in a “honeymoon phase” where everything is smooth sailing. However, disagreements may arise over the course of your business relationship, whether it be about profits, decision-making power or other matters.
It’s important to have a plan for addressing disputes that come up. Your agreement should include procedures for resolving conflicts, such as mediation, arbitration or appointing an independent third-party to act as a mediator.
By creating a clear and comprehensive partnership agreement, you can help ensure that your business relationship runs smoothly and reduce the possibility of conflict in the future.
When There Is No Partnership Agreement
It is incredibly difficult to prove the terms of a partnership without a written agreement. Even if you and your partner have verbal arrangements, these are difficult to enforce in court and can lead to costly disputes.
In the absence of a contract, you find yourself in a situation of cobbling together emails, text messages, and other evidence to prove the terms of your relationship. This is a difficult and time-consuming process and can result in costly legal battles.
Therefore, it’s important to create a partnership agreement right from the start. This will ensure that you and your partner have an understanding of each other’s roles within the business, and will help you avoid costly disputes in the future.
It does not matter if your business partner is your sibling, parent, best friend, etc. A clear written contract is necessary.
When Your Business Partner Is Your Life Partner
When spouses are also business partners, this adds another layer of complexity to the relationship. Usually, both relationships end simultaneously, creating an incredibly emotionally charged situation.
Having independent legal counsel to handle your business interests is paramount in such cases. It’s important to ensure that all parties understand their rights and responsibilities and that both partners’ needs are adequately addressed.
Additionally, Beeskma Law is happy to now provide the following Family Law services:
- uncontested divorces
- cohabitation agreements
- prenuptial agreements
Beeksma Law – Your Partner for Successful Business Relationships
Creating and managing a successful business relationship takes time, energy, and dedication. It’s important to have the right tools in place. That way, you can focus on what matters most: growing your business. At Beeksma Law, we understand how important it is to have an effective partnership agreement in place.
We specialize in helping business owners create, review and negotiate partnership agreements that work for both partners. Our experienced attorneys will help you navigate the legal complexities of your business relationship and protect your interests. Contact us today to learn more about how we can help you create a strong foundation for success.