I am often asked by friends, neighbours and fellow small business owners the above question – Do I NEED A Will (emphasis on NEED)?

We kind of know that part of “adulting” is getting a will and other estate planning documents drafted at some point.  But where should this rank in the list of priorities of a busy business owner’s legal needs?

Legal Risk Assessment

Assessing any risk is made up of two parts: (1) considering the probability of something going wrong and (2) the impact of the negative consequences if it does.

A will is a legal document that names our legal representative and deals with our assets and liabilities on our death.

In the case of our own death, we are 100% sure this event is going to occur (probability), but in most cases, do not know when.  You will be dead (and therefore may not care), but the negative consequences set out below will be felt by surviving family members and in the case of a business, potentially employees and...

As we surf around the Internet, we are often required to click “I AGREE” to use an application, game or to buy products or services.

Business owners have often asked me, should I just click “I Agree” or do I need to read all of the details?

There are likely not enough hours in the day to read every word of all of the Terms of Service or Terms of Use that you encounter. Here are some practical tips about what to think about and what to focus on:

1. Valid Contract – The law provides that you can enter into contracts electronically AND also allows the terms of such an agreement to be incorporated by hyperlinks to the more detailed terms of use. Therefore, by clicking “I AGREE”, you need to understand that you are entering into a valid legal contract. The terms do need to be “readable” to the user.

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2. Important Terms to Check – If you are downloading an application for use in your business, there are certain important terms of...

I have been asking my readers for suggestions about blog topics. The topic today was suggested by several people. It is a subject that I did not want to write about, but I know that although it may be uncomfortable, it is super important.

The starting place for any business owner is to know that they are responsible to create a business and a workplace that is FREE FROM SEXUAL HARASSMENT.

This blog post will provide some information on how sexual harassment is defined in law and provide some tools to deal with the issue.

WHAT IS SEXUAL HARASSMENT?

Human rights legislation exists in every province and territory as well as in the federal jurisdiction for federally regulated industries. For a complete listing of provincial and territorial human rights agencies click here.

The Human Rights Act (Nova Scotia) link defines “sexual harassment” as follows (my emphasis in bold):

1. vexatious sexual conduct or a course of comment that is known or ought reasonably to be known as...

Check out this recent video blog we created about registering trademarks:

https://youtu.be/snpN9ljpjy0

Having a good or a bad lease can contribute significantly to the success or failure of a business.

I was asked by blog reader Denise, who is currently looking for a new commercial premises, to address some things to think about when shopping for a commercial property.  Here are my top 5 tips.

1. NEGOTIATE – Only a few provinces and territories in Canada (BC, ON, NWT) have legislation which directly governs commercial leases. For Quebec see info here.  This means that unlike renting an apartment, there is a lot of room for negotiating the terms of your commercial lease.  On the downside, many large commercial landlords have long and complex leases which favour their interests, not those of the Tenants.  If you are not comfortable negotiating yourself, you should think about hiring a commercial leasing agent to represent you as a Tenant’s Agent. They will know the local market conditions and how to interpret lease provisions.

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2. UNDERSTAND HOW RENT IS...

Most business owners who are in the process of buying a business do not think about whether they are buying the assets of the business or the shares.  They tend to think about the price, terms of payment and closing date, all of which are important of course.

Here are some helpful tips below to help inform this choice:

You need to know the legal structure of the seller or vendor.  Ask this up front.  You can only buy SHARES of an incorporated company and not of a sole proprietorship or partnership.  If you are buying from a sole proprietorship or partnership, you are buying assets.

• The seller usually wants to sell the shares of an incorporated company to take advantage of the lifetime capital gains exemption.*

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• If the buyer buys the shares of an incorporated company, it takes on all past liabilities of the company, which may include liabilities of many types including tax, CPP, EI, WCB, judgements, bad credit with suppliers.  Careful due diligence is...

An e-mail list is one of the most important and valuable assets to an online or bricks and mortar business.

When Canada’s Anti-Spam Legislation came into effect in 2014, this had a chilling effect on the e-mail marketing efforts of many small businesses.  Many business became afraid to send e-mails for fear of breaking this law. This legislation is federal and applies across Canada.

The general rule is that if you are sending “commercial electronic messages” which include e-mails, you need the consent of the recipient of the message.  Whenever you can get this express written consent from a client or prospect, you should record it and store it.  This could include having them check a box electronically on a website, or on paper ballots or contest entries.

The good news for small businesses is that there are several useful exceptions where you have implied consent if you have not obtained express consent (permission in writing)....

This time of year teachers, coaches and parents are all busy laying down a new set of “ground rules” for the year.

According to Wikipedia, the original of the term “ground rules” comes from baseball. Different ballparks have different rules in addition to the more standard ones. At Wrigley Field in Chicago, for instance, if the ball is hit to the outfield and gets stuck in the ivy on the outfield fence, it is a ground rule double.

For your business, a contract is a great way to set ground rules with your clients. This works particularly well at the beginning of the relationship or at the beginning of a new piece of work. Below are some topics that are frequent areas of concern:

1. Payment Terms – When will the invoice be issued? How long does the client have to pay? Will there by interest and penalties for late payment.   What forms of payment will be accepted?
2. Returns and Refunds – Will these be allowed and under what circumstances?
3. ...

I always consider myself lucky to find myself in PEI in the summertime.

One of my favorite things to do in PEI (besides eating seafood and going to the lovely beaches) is to watch the long running musical, Anne of Green Gables: The Musical™ at The Charlottetown Festival. If you are fuzzy on the details of the storyline, here is a recap here – https://en.wikipedia.org/wiki/Anne_of_Green_Gables.

As I watched this production with my daughter this summer, there were two things that struck me:

#1 – Anne Shirley (aka Anne of Green Gables) is a badass.

#2 – The whole story is based on a contract gone wrong.

#1 – Ann(with an E) is a badass

The word “badass” is thrown around these days in entrepreneurial circles as a call to action. Anne Shirley was certainly a badass way ahead of her time.

Anne clearly knew WHO she was, WHAT she wanted and was NOT AFRAID to go after it.

Anne(with an E) did not get discouraged by meddling neighbours, her early...

Contracts 101

When you operate a business, contracts are as common as the air that you breathe.

You enter contracts by clicking “I Agree” buttons on websites, and by selling products and services to your customers.

A contract is a legally binding agreement between two or more persons for a particular purpose.

Contracts can be done verbally or in writing.  The problem for a business owner with a verbal contract is that if is more difficult to enforce because you may not remember or be able to prove all of the terms that were agreed to.

What if a supplier presents you with a “standard” contract that they routinely use with companies they deal with. Does this mean that you should just sign it?

At the very least, you should understand what you is agreeing to in the contract. At best, you can find a few important items in the contract and improve your business’ position through proper drafting and negotiation.

What to look for:

• Parties...