Business Law

The title "Business Law" covers a lot of ground, and so do we. Whether your business is large or small or somewhere in between, Robin Mason and his experienced team of law clerks can provide you with a broad range of legal services covering all the stages of your business growth: from start-up to sale or dissolution. With our focus primarily on owner-operated enterprises, we are committed to provide solid, practical advice in many areas, including the following:

Business Structure & Formation

You have to start somewhere and sometimes you start by yourself and sometimes you team up with other people. Here are some of the ways we can help:

  • Incorporation of Provincial and Federal Business Corporations
  • Incorporation of Professional Corporations (Doctors, Accountants, Dentists, Lawyers, Chiropractors etc.)
  • Incorporation of Provincial and Federal Not-for-Profit Corporations
  • Applying for Business Name Registrations, Business Name Renewals and Business Name Cancellations
  • Extra-Provincial Registrations
  • Shareholder Agreements
  • Partnership Agreements
  • Joint Venture Agreements

Corporate Changes & Reorganizations

Change is inevitable. You might merge your business with another, change structure or name, bring in new shareholders or officers and directors. Whatever it might be, we can help. Here are some of the things we do:

  • Amalgamations
  • Amendments
  • Continuance
  • Dissolutions
  • Change of Registered Office Address
  • Addition and/or Removal of Directors and Officers
  • Share Transfers and Share Redemptions
  • Rollover Transactions in accordance with the Income Tax Act (Canada)

Corporate Maintenance & Compliance

The creation of a business inevitably creates obligations. Welcome to Canada, where the tape is red! We help our clients by ensuring that are up-to-date on some of those obligations. Here’s a few:

  • Annual Resolutions of Directors and Shareholders
  • Annual Return filing for Federal Corporations
  • Annual filings for Certificates of Compliance for Professional Corporations
  • Guidance for Not-for-Profit Corporations regarding annual meeting requirements

Business Acquisitions & Sales

We are frequently involved in Mergers and Acquisitions transactions, including both asset and share purchases and sales. We work with our clients from the earliest stages of negotiation of the transaction right through to the closing of the deal. Our services in this area include:

  • Conducting or advising on due diligence matters and searches
  • Drafting and negotiating Letters of Intent
  • Drafting, reviewing and negotiating Asset and Share Purchase Agreements
  • Drafting, reviewing and negotiating additional closing documentation, such as non-competition agreements, vendor takeback financing agreements, releases
  • Closing the transaction

Commercial Financing

Our firm has experience representing a variety of clients in commercial financings, including individual and corporate borrowers, banks, trust companies, mortgage corporations and credit unions, and have acted on financings ranging from the small to the complex, as well as unusual situations (including aircraft and perishable inventory financings). Here are some of the things we do:

  • drafting and negotiating commitment letters
  • drafting and negotiating loan agreements
  • drafting and negotiating related security documents, including General Security Agreements, Real Property and Chattel Mortgages, Guarantees, Assignments of Rents
  • preparation and registration of security interests under the Personal Property Security Act (Ontario);
  • due diligence investigations
  • legal opinions

Franchising

One of only a handful of firms in Durham Region who are versed in this area of law, we offer services to both franchisees and franchisors. Our clients range from single unit franchisees to an international fast food franchisor. Our services in this area include:

  • drafting Franchise Agreements (and related documentation)
  • drafting Disclosure Documents
  • drafting Sublease Agreements and Indemnities
  • reviewing Franchise Agreements and Disclosure Documents for potential franchisees
  • advising on franchise related legal issues

Commercial Leasing

Our firm has acted for both landlords and tenants with respect to the leasing of commercial property in Durham Region and the surrounding area. We have had significant exposure to various leasing agreements including those for retail strip plazas, office suites, buildings, and shopping centers. We are confident providing the following services to our leasing clients:

  • drafting, reviewing and negotiating leases
  • drafting, reviewing and negotiation of sublease agreements, assignment of lease agreements and lease termination agreements
  • due diligence investigations

Trademarks & Copyright

Our firm is a Registered Trademark Agent with the Canadian Intellectual Property Office. We provide services to our clients in the areas of Canadian Trademarks and Canadian Copyrights, including

  • Drafting and filing Trademark Applications
  • Drafting and filing Copyright Applications
  • Preparing requests for advertising of Official Marks
  • Drafting Assignments of Rights
  • Assisting with the renewal of Trademark and Copyright registrations
  • Assisting with the enforcement of trademark and copyright rights

Commercial Agreements

Most businesses will enter into commercial agreements at some point in their life cycle. Following is just a few of the agreements we have helped our clients with over the past nearly twenty years.

  • Sales Agency Agreements
  • Consulting Agreements
  • Professional Services Agreements
  • Independent Contractor Agreements
  • Employment Agreements
  • Non-Competition Agreements
  • Corporate Trust Agreements
  • Confidentiality and Non-Disclosure Agreements
  • Distribution Agreements
  • Licencing Agreements
  • Indemnity Agreements
  • Broker Agreements