Contract Law and Breaches of contract

A director and officer will not generally face any personal liability, unless there is fraudulent and illegal conduct occurring within the corporation. Directors and officers are also often shielded from liability because they have put in place liability risk management which helps directors and officers identify and evaluate the risks; control or minimize the risks and transfer the risks. These risks are often risks that can bring personal liability to any director or officer.

However, directors and officers will not be held to be in breach of the duty of care if they acted prudently and on a reasonably informed basis. The decisions they make must be reasonable business decisions in light of all of the circumstances about what the directors or officers knew or ought to have known.

If you are a shareholder, director, or officer within a corporation and are seeking advice on bringing about claims against directors or officers, or you are an officer or director seeking to discuss how to minimize your risk of being personally liable or would like to discuss the business judgment rule, diligence, and good faith give us a call, and we would be happy to assist you:

• Breaches of Fiduciary Duty
• Failure to Act Honestly
• Breaches of Duty to Exercise Reasonable Care
• Negligence
• Breaches of Competition Law
• Breaches of Securities Regulation
• Misleading or Deceptive Conduct

Shareholder Rights and Remedies:

The rights of shareholders are broken down into four basic categories:

1. The right to vote on matters that are to be decided by the shareholders;
2. The right to receive profits;
3. The right to take part in the distribution of the corporation assets when the corporation is wound up and after the creditors are paid;
4. The right to transfer shares held to another person.

There are other rights available to the shareholders, including pre-emptive rights, access to records and information, and rights to all meetings.

These rights are usually provided for in the articles and bylaws of the corporation. They are also provided through written shareholder agreements, including unanimous shareholder agreements. Although a contractual relationship is formed between the corporation and the shareholders, both the corporation and shareholders are also provided with a range of remedial provisions through the Canada Business Corporations Act (CBCA) and the Ontario Business Corporations Act (OBCA).

If you would like us to review all shareholder agreements, including unanimous shareholder agreements, articles and by-laws, or you would like us to help you understand your rights or help you determine what relief you can seek for conduct being done to the shareholders or the corporation, give us a call today and we would be glad to assist you:

• Oppression & Derivative Actions
• Investigations
• Equitable Winding Up
• Orders of Compliance
• Ontario Business Corporations Act & Canada Business Corporations Act
• Ontario Securities Act

Debt Recovery:

We help you recover debt that is owed to you and help you decide on whether to sue for the debt outstanding by considering several factors:

1. The size of the debt;
2. Whether the debtor has assets; and
3. Locating the assets.

We also work on obtaining pre-judgement remedies to prohibit the defendant in a pending action from disposing of assets within the jurisdiction or removing them from the jurisdiction. If you owe a debt and want a strong legal team on your side to negotiate for you, contact us and we will assist you:

• Claim for Debt
• Claim for Interest
• Mareva Injunctions
• Anton Piller Orders
• Garnishment Orders
• Writ of Seizure and Sale
• Writ of Sequestration
• Writ of Possession

Business Torts:

If your business has suffered harm due to the actions of another business or another person that has caused or is likely to cause financial loss, then you can bring action against the business or person who has caused or is likely to cause you financial loss. We are ready and prepared to assist you on all your legal issues if your business has sustained or is likely to sustain harm:

• Inducing Breach of Contracts
• Civil Fraud & Civil Conspiracy
• Injurious Falsehood
• Breach of Confidence, Breach and Abuse of Process
• Unlawful Means Tort
• Conversion
• Passing off (also known as Infringement of Trademark)
• Defamation & Slander
• Title

Breaches of Contract:

Usually, a breach of contract is often accompanied with concurrent pleadings. This means that when you are claiming against another party for breaching a signed enforceable contract, you can also claim unjust enrichment, or you can claim against other parties who are not part of the contract that was breached. To bring a claim for breach of contract, you must show that a contract was in existence and that that contract was breached.

There are four different levels of damages that can be sought for a breach of contract and they include:

1. Compensatory Damages
2. Reliance Damages
3. Restitutionary Damages
4. Punitive Damages

We help our clients receive settlements on significant contract breaches. Call us today and we would gladly assist you:

• Statutorily Impaired Terms
• Unjust Enrichment
• Non est Factum (italic)

Partnership, Joint Ventures and Co-Ownership Disputes:

The different ways in which owners hold property; business undertaking with two or more individuals, corporations, and/or partnerships who are engaged in a common single project; and two or more individuals and/or corporations who may carry on a business with a view to profit as partners. Sometimes proper agreements are not put into place which deals with how to dispose of shared property, how to split the profits, and what roles each individual plays when it comes to completing shared projects or partnerships:

• Co-Ownership Agreements
• Joint Venture Agreements
• Partnership Agreements
• Arbitration
• Dissolving
• Termination
• Conflicts of Interests
• Partition and Sale

Commercial Real Estate Litigation:

Whether you are a buyer, seller, or are part of a residential or commercial development project and want to enforce your lien rights or a dispute has arisen over an executed contract, give us a call today and one of our lawyers would be able to assist you:

Our areas of expertise include:

• Construction Disputes
• Contractual Disputes
• Acquisitions, Investments & Commercial Leasing
• Co-Ownerships & Joint Ventures
• Residential and Commercial Development