There were some unusual facts contained in an Ontario case decided this past summer. The franchise fee was paid, the disclosure package was then received, and the franchise agreement was signed approximately 6 months later. Two years after the agreement was signed, the franchisor tried to rescind the agreement.

The court held that the franchisee was not entitled to rescind the franchise agreement 2 years after signing it. The intent of the Act is to provide franchisees with timely disclosure and, in this case, the franchisee had 6 months in which to review the disclosure before deciding to proceed with the agreement.

In light of this decision, franchisees should bear in mind that they need to properly review disclosure documents in a timely way.

A recent story in the Globe and Mail reports that the Federal Court of Appeal has held that EBay Canada can, in fact, acquire information on PowerSellers, and must provide it to CRA. 

Currently, the CRA probe includes selling activities on EBay from 2004-2007. Considering you only need several thousand dollars in sales in order to qualify as a PowerSeller, it seems like a lot of effort is being spent by CRA pursuing relatively small players in the online marketplace. 

Sometimes, however, the lease provides that consent can be unreasonably withheld. Needless to say, if you’ve got a lease where the landlord can simply refuse to approve an assignment, your options are limited. 

The compliance program detailed in the bulletin seems complicated, especially for smaller companies. But you may find the due diligence checklist at the end of the bulletin useful.

There’s an incentive to developing a compliance program for your company: if you have a compliance program and you still contravene the legislation, your penalties may be reduced.

A recent Supreme Court case discusses the duty of good faith in the context of an employee who left his employment for a competitor. This case involved a branch manager at RBC securities.  He left his job at RBC taking, not only his clients, but also most of RBC’s investment advisors at the branch to a competing investment firm, Merrill Lynch. Interestingly, the manager had never signed a non-competition agreement with RBC and neither had any of the other advisors.

One would have thought the lack of a non-competition agreement would have settled the issue in favour of the manager. However, the court felt that the manager still owed RBC a duty of good faith which included making sure that his fellow investment advisors stayed with RBC. He was found liable for 1.5 million dollars in damages for lost profits to RBC over a 5 year period.

Even without a non-competition agreement, there are limits to what an employee can do in the name of free competition and career opportunity.

If you schedule your events this far ahead of time, the next women’s breakfast with Lisa is being held on April 3rd. 

A couple of entries on the list that caught my eye- a woman who owns a car dealership in Waterloo, a restauranteur in Moncton, and a coffee importer/roaster.