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Courts and Alternative Dispute Resolution in Canada Study Guide

This guide provides an overview of ethical considerations and corporate social responsibility (CSR) for businesses. It explains the difference between legal compliance and ethical behavior, the importance of a Code of Business Conduct, and the key elements of CSR, including organizational governance, human rights, labor practices, environmental sustainability, fair operating practices, consumer issues, and community involvement. This content is suitable for students and professionals seeking to

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Introduction to the Canadian Legal System

Introduction to the Canadian Legal System

An overview of laws, Canada's civil and common law legal systems, and the division of powers between provincial and federal governments.

  • Public Law
  • Private Law
  • Constitutional Law
  • Legislation
  • Common Law
  • Civil Law
  • Indigenous Law
  • Charter of Rights and Freedoms

Elements and Capacity of a Contract

Elements of a Contract and Capacity

The elements of a contract include consensus, consideration, capacity, legality, and intention.

  • Consensus
  • Meeting of the minds
  • Consideration
  • Capacity
  • Legality
  • Intention
  • Verbal agreements
  • Minors
  • Infants
  • Employment contracts

M&A Process and Transaction Structures

M&A Process and Transaction Structures

An overview of the mergers and acquisitions process including share versus asset purchases, due diligence, and the roles of various advisors.

  • mergers and acquisitions
  • share purchase
  • asset purchase
  • due diligence
  • purchase agreement
  • liabilities
  • shareholders
  • corporations
  • private company
  • public company
  • letters of intent
  • confidentiality agreement
  • representations and warranties
  • closing
  • business advisors
  • lenders
  • tax advisors
  • asset transfer
  • change of control

Due Diligence Processes in Business Transactions

Identifying potential issues in financial, tax, regulatory, and employment areas during the due diligence process for corporate share or asset purchases.

  • financial and tax diligence review
  • regulatory compliance
  • patient confidentiality and privacy legislation
  • employment agreements and human rights complaints
  • premises and equipment inspection
  • contract review and change of control provisions
  • identifying due diligence red flags
  • remediating issues through purchase agreement conditions
  • closing conditions
  • representations and warranties

Legal Frameworks, Business Structures, and Dispute Resolution

Resolution of Disputes: Courts and Litigation

This content outlines the Canadian court hierarchy, the civil litigation process, and various legal remedies and costs.

  • Provincial Court
  • Superior Court
  • Appellate courts
  • Questions of law
  • Questions of fact
  • Civil litigation process
  • Limitation periods
  • Jurisdiction
  • Pleadings
  • Statement of Claim
  • Statement of Defence
  • Damages
  • Injunction
  • Specific performance
  • Discovery
  • Examination for discovery
  • Trial
  • Burden of proof
  • Legal costs

Courts and Alternative Dispute Resolution

Processes for resolving disputes include litigation and alternative dispute resolution methods such as negotiation, mediation, and arbitration.

  • Alternative Dispute Resolution
  • Negotiation
  • Mediation
  • Arbitration
  • Litigation
  • Without Prejudice
  • Public Mediation
  • Private Mediation
  • Civil Enforcement Act
  • Binding Decision
  • Arbitration Agreement

Managing Your Legal Affairs and Lawyer Relationships

This content examines the solicitor-client relationship, the characteristics of a sophisticated client, lawyer roles, billing methods, and legal aid.

  • sophisticated client
  • solicitor-client relationship
  • solicitor-client privilege
  • legal aid
  • fixed fee
  • hourly rate
  • contingency fee
  • disbursements
  • retainer
  • provincial law societies
  • ethics of lawyers
  • codes of professional conduct

Ethics of Clients and Business Conduct

Businesspeople should act ethically by preparing a code of business conduct and adopting a best practice approach to social responsibility.

  • Ethics of clients
  • Code of business conduct
  • Organizational values
  • Core ethical values
  • Social responsibility
  • Corporate social responsibility
  • Organizational governance
  • Human rights
  • Labour practices
  • Environmental sustainability

Introduction to Canadian Business Vehicles and Corporations

An overview of business vehicles including sole proprietorships, partnerships, and corporations, focusing on liability, taxes, and the separate legal entity concept.

  • Sole Proprietor
  • Partnership
  • Corporation
  • Liability
  • Taxes
  • Fiduciary relationship
  • Incorporation process
  • Separate Legal Entity
  • Lifting the Corporate Veil
  • Shareholders
  • Directors
  • Officers
  • Class A Common Shares
  • Class C Preferred Shares
  • Agents
  • Actual or apparent authority

Corporation Characteristics and Corporate Structure

This content explores corporation liability, shareholder rights, corporate structure, and the duties of directors and officers.

  • Limited Liability
  • Lifting the Corporate Veil
  • Succession and Transferability
  • Closely Held and Broadly Held Corporations
  • Shareholder Rights and Remedies
  • Derivative Action
  • Oppression Action
  • Fiduciary Duty
  • Director and Officer Obligations
  • Process of Incorporation

Corporations Structure, Finance, and Termination

This topic covers the process of incorporation, share classes, shareholder agreements, corporate finance, and the dissolution of corporations.

  • Methods of Incorporation in Canada
  • Common Shares
  • Preferred Shares
  • Unanimous Shareholder Agreement
  • Corporate Finance
  • Funding of Corporations
  • Dividends
  • Dissolution of a Corporation
  • Selling shares versus selling assets

Origins and Structure of the Canadian Constitution

Sources of Law and the Constitution

This topic explores where laws come from, including legislation, the Constitution Act 1867, and the division of powers between federal and provincial governments.

  • Legislation
  • Constitution Act 1867
  • Parliamentary Democracy
  • Constitutional Monarchy
  • Federalism
  • Division of Legislative Powers
  • Peace, Order and Good Government (POGG) clause
  • Statute of Westminster
  • Canadian Bill of Rights 1960
  • Charter of Rights and Freedoms

Capacity, Legality, and Intention in Contracts

Contract Capacity Legality and Intention

This content examines contract capacity regarding insanity and intoxication, legality of agreements, and the intention required for legal consequences.

  • Capacity
  • Insanity
  • Intoxication
  • Weakened intellect
  • Unconscionable transaction
  • Legality
  • Contracts performed illegally
  • Public interest
  • Public policy
  • Severance of illegal performance
  • Contracts formed illegally
  • Intention
  • Commercial relationships
  • Social or domestic relationships
  • Reasonable person test

Identifying and Managing Transactional Liabilities

Managing Liabilities in Business Transactions

Lawyers identify potential issues in the data room and may negotiate the purchase price, asset types, or use a hold back to manage contingent liabilities before closing.

  • data room review
  • human rights legislation
  • settling lawsuits
  • landlord consent
  • outstanding tax or liability
  • adjusting purchase price
  • contingent liabilities
  • hold back

The Charter, Legal Systems, and Indigenous Rights

Charter of Rights and Freedoms Overview

The Charter of Rights and Freedoms includes fundamental freedoms, democratic rights, mobility rights, legal rights, and equality rights, while addressing limitations and competing rights.

  • Charter of Rights and Freedoms
  • Fundamental freedoms
  • Democratic rights
  • Mobility rights
  • Legal rights
  • Equality rights
  • Limitations on Charter rights
  • Competing rights
  • Statutes
  • Parliamentary supremacy
  • Legislative power

Sources of Law and Legal Systems

An overview of common law, civil law, Indigenous law, and the Constitution of Canada.

  • Stare Decisis
  • Common Law System
  • Civil Law
  • Napoleonic Code
  • Indigenous Law
  • Indigenous Rights and Self-Government
  • Royal Proclamation of 1763
  • United Nations Declaration on the Rights of Indigenous Peoples
  • Section 52 of the Constitution
  • Constitution of Canada
  • Charter of Rights and Freedoms

Form of Contract and Writing Requirements

Form and Requirements of Contracts

Contracts may be verbal or written, though certain types are required by statute to be in writing under the Statute of Frauds.

  • Form of the contract
  • Verbal contracts
  • Statute of Frauds
  • Land transactions
  • Guarantees and indemnities
  • Part performance
  • Essential terms
  • Electronic contracts
  • Capacity
  • Legality
  • Intention

Managing Deal Risks and Closing Conditions

Transaction Closing and Risk Mitigation

Discussion of closing dates, conditions to close, purchase agreements, and managing risks through holdbacks and claim mechanisms during the transaction process.

  • closing date
  • conditions to close
  • sign and close
  • purchase agreement
  • due diligence
  • financing conditions
  • ownership change
  • purchase price adjustments
  • holdbacks
  • claim mechanisms
  • transition period

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