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Peter Macrae Dillon Articles
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What is Good Faith? -- Franchise Lawyer Canada - Click To Read Article This article examines some of the current legislative and judicial developments occuring in Canadian franchising. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Ending the Franchise Relationship - Click To Read Article Sooner or later, every franchisor is faced with the difficult task of ending, or terminating, a franchise. How should the franchisor proceed? What rights does the franchisor have? What rights does the franchisee have? This article is a primer on what the franchisor needs to know to avoid problems. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Franchising and Ontario's Electronic Commerce Act - Click To Read Article This article examines the impact of Ontario's Electronic Commerce Act on franchise systems operating in Ontario. Franchisors in the US have had the benefit of similar laws for some time now. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada PreSale Franchise Disclosure in Ontario - Click To Read Article Since the passage of the Wishart Act, franchisors in the province of Ontario have found themselves bound to perform various duties and tasks in the operation, and primarily the sale, of their franchise system. The greatest single feature of the Wishart Act is a broad pre-sale duty to disclose information about the franchisor, the system, and its franchisees. This paper will set out various areas which franchisors and their lawyers should consider a potential minefield of liability, exemptions from the Wishart Act’s disclosure requirement; and the penalties and remedies that aggrieved franchisees can seek against a non-compliant franchisor. peter macrae dillon franchise franchisor franchising lawyer attorney Toronto Ontario Canada siskinds Encroachment and Good Faith in Franchising - Click To Read Article The object of this paper is to provide you with a quick look at how the current statutory duty of good faith impacts on the issue of encroachment. This paper is intended as a summary only and should not be relied on as legal advice. Consult a competent franchise lawyer before acting. The paper focuses primarily on Ontario, with mention of Quebec, and a look at the US. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca 16 Things You Should Know about Ontarios Franchise Legislation - Click To Read Article Ontario, Canada's most populous province and economic engine, introduced franchise legislation in 2000. A surprising number of franchise systems are unaware of what they need to do to comply. This article examines what a franchise is, including possible exemptions available. It then discusses how to properly prepare a franchise disclosure document, and how to provide the document to franchise prospects in a way that complies with the law. The ability to rescind for improper disclosure, and to sue for misrepresentation, is also discussed. Finally, the requirement that parties to a franchise agreement deal with each other fairly, in good faith, and in a commercially reasonable way, is discussed. Great read for franchisees and franchisors alike! peter macrae dillon franchise lawyer ontario attorney canada Rescinding Your Franchise Agreement - Click To Read Article This article examines and comments on the Ontario Court of Appeal’s decision in 1490664 Ontario Ltd. v. Dig This Garden Retailers Ltd. In particular, it focuses upon the Court’s decision with respect to the interplay of sections 6 and 7 of the Arthur Wishart (Franchise Disclosure) 2000 Act and whether a franchisee must elect between remedies, namely, rescission or damages. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada The Accidental Franchise - Click To Read Article Ontario introduced franchise legislation in 2000. PEI introduced a similar law in 2006. However, many business continue to operate without regard to whether they are a franchise or not. This article considers the factors that businesses need to analyse in order to determine if they are a franchise. Hiding your head in the sand is not an option. Failure to comply with franchise legislation can lead to unbelievably severe consequences, including liability in a class action proceeding, personal liability of officers and directors, and a requirement to pay back every penny invested by franchisees in acquiring and operating their franchise. Many systems who consider themselves to be distributorships ARE FRANCHISES. What you call yourself is not important--it is the substance of the relationship that will determine your fate. Crisis Management in the 21st Century - Click To Read Article Crises may come in many forms: fires, floods, plant disasters, class action lawsuits--and these days, terrorist threats or attacks. A properly-managed enterprise must plan for such contingencies, lest the onset of such a crisis end up in the extinction of the business. Remember--it may not be the crisis itself that results in your extinction--it may be your slowness to respond, or the inappropriateness of your response. This paper looks at the type of planning and resources you need to dedicate to manage crises to best ensure the survival of your business. Franchisor Best Practices - Click To Read Article Looking to operate an excellent franchise system? Franchisors should look to implement as many of these "best practices" as possible. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Electronic Execution of Franchise Documents and E-Disclosure - Click To Read Article The global proliferation of e-commerce legislation confirms that governments have become increasingly aware of technological innovation and its centrality to modern corporate commercial transactions. However, despite the progress that has been made in the practice and regulation of electronic business, some specialties are just beginning to share in its rewards. This article examines the history of electronic business as it applies to franchisors, with a view to the impact legislative and technological change will have on the franchisor-franchisee relationship. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Taxation of Non-Resident Franchisors in Canada - Click To Read Article This article provides a brief overview of the kinds of taxation issues a foreign franchisor can expect to encounter when doing business in Canada. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca What Does Common Law Mean - Click To Read Article Often times we hear the expression "Common Law" in reference to a type of law that will apply to regulate an issue or resolve a dispute. What does this expression mean? FRANCHISE EARNINGS CLAIMS – PART II - Click To Read Article Franchise Earnings Information (Part 2) Part 1 of this article discussed how current Ontario and Alberta law makes it difficult to provide franchise prospects with information about how much they can expect to make in any given franchise. In Part 2 of this article, Peter Macrae Dillon discusses the advantages and disadvantages of including earnings information in a franchise disclosure document and how to prepare earnings information for inclusion in a disclosure document. Should we provide earnings information in our disclosure document? An Overview of the UFOC Franchise Disclosure Requirements - Click To Read Article This article provides a point form summary of the information required to be disclosed by the Uniform Franchise Offering Circular requirements established by the North American Securities Administrators Association. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Franchise Branding - Click To Read Article Franchising, by definition, requires adherence to the franchise concept. Only through a consistent application of the franchise’s image and methods will the separate businesses of individual franchisees result in one cohesive brand. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Franchise Laws In North America - Click To Read Article This paper compares Canadian franchise legistlation found in Ontario and Alberta with the Uniform Franchise Offering Circular and Federal Trade Commission disclosure regimes found in the registration states in the US. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada A Comparative Look at the Definition of "Franchise" - Click To Read Article This article identifies and highlights differences between the definition of franchise contained in the Ontario legislation, the Alberta franchise legislation, the UNIDROIT Model Law, the NASAA Model Law, the Federal Trade Commission Franchise Rule and under the Canadian Franchise Association Guidelines. Why Ontario Should Get Active in NASAA -- Franchise Lawyer Canada - Click To Read Article This article examines the reasons why Ontario should become active in the North American Securities Administrators Association, a body composed primarily of US regulators that has done much to promote the harmonization of franchise laws in the United States. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada www.franchiselaw.ca The Regulation of Franchising in PEI -- Franchise Lawyer Canada - Click To Read Article This article examines the regulation of franchising in Prince Edward Island, Canada, pursuant to the Franchises Act of PEI. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada www.franchiselaw.ca FRANCHISE EARNINGS CLAIMS AN INTRODUCTION PART I - Click To Read Article This article examines the topic of earnings claims contained within franchise disclose documents (offering circulars). It focuses on the particular problems of disclosing earnings information under Ontario law, but the content is of general application to most disclosure jurisdictions. Is This Business a Franchise or Not? - Click To Read Article Ontario introduced a law specifically designed to regulate franchising in 2000. Many people continue to operate businesses that are franchises, without being aware of that fact. Is your business a franchise or not? This article examines the definition of a franchise, with particular attention to Ontario's Arthur Wishart (Franchise Disclosure) Act, 2000, and to American jurisprudence in this area. The article compares and contrasts the applicable tests that are currently applied in order to establish what is, or what is not, a franchise. Privacy Laws in Franchising - Click To Read Article As a paperless society becomes increasingly likely, the volume of information available to individuals in the digital world has never been greater. However, the high risk of misuse of this information and its ability to be rapidly disseminated to vast numbers of recipients with the press of a button has prompted the Canadian government to intervene in an attempt to strike a balance between legitimate business interests and the rights of individuals to know that their personal information is secure. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada Creating Harmony in Franchise Legislation -- Franchise Lawyer Canada - Click To Read Article Ontario's franchise law is out of sync with the laws in Alberta and all US jurisdictions. How did this happen, and what can we do to improve legislative harmony, so as to improve the environment in which franchising takes place, for the good of franchisors, franchises and consumers? peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Passing Off and the Protection of Trade Dress in Franchising - Click To Read Article Trade dress can be protected at common law through the tort of passing off. When trade dress is registered, or registrable under the Trade-Marks Act as a distinguishing guise, it can also be protected through the statutory action found in s. 7(b) of the Trade-marks Act which codifies the common law tort of passing off. A plaintiff must demonstrate goodwill, deception due to a misrepresentation and actual or potential damages. Under the statutory action a plaintiff must further show that the action concerns a trade-mark within the meaning of the Trade-marks Act. franchise lawyer ontario london toronto attorney franchisor franchising www.franchiselaw.ca Taking Your Franchise System to the United States - Click To Read Article This article provides an overview of the issues faced by a franchise system from outside of the United States that is considering commencing franchise activities in the US. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Can American Franchisors Use "Wrap Around" Disclosure Documents in Canada? - Click To Read Article The purpose of this article is to consider whether a U.S. franchisor can comply with the current franchise laws of Alberta and Ontario by using a "wrap" to their current Uniform Franchise Offering Circular ("UFOC"). This process is directly analogous to the practice of using a state addendum to satisfy the needs of an individual state, while maintaining uniformity in the form and content of a franchisor's UFOC. Before delving into how a U.S. franchise system should go about making disclosure in Canada, a few bold statements concerning the state of franchising and franchise legislation in Ontario are in order. Updating Your Franchise Documents - Click To Read Article This brief article considers a couple of key issues that franchisors need to consider when updating their franchise documents. The first thing to realize is that franchise documents need to be updated! Advances in technology and changes in system requirements dictate that a franchisor should be keeping its documents current on an ongoing basis. If they don't have the resources to do that, then an complete overhaul every 5 years is recommended. This artilcle looks at issues relating to renewal and trademark provisions of a franchisor's standard form of franchise agreement. How to Franchise Your Business - Click To Read Article Starting a franchise takes a lot of work. However, properly done, a franchise system can be rewarding and efficient. This article considers a variety of issues that a business considering franchising will find helpful. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca The Hidden Costs Of Acquiring Another Franchise System - Click To Read Article When a franchisor is considering acquiring a competing franchise system, it should be aware that such transactions often involve unexpected costs that need to be factored in to its acquisition planning. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Domain Names and Trademarks - Click To Read Article This article is a primer on how to distinguish domain names from trademarks, and vice-versa, and whether and when a particular word may properly be used for an Internet domain name registration. Evaluating Franchise Systems - Click To Read Article This article will examine some of the legal and business counselling issues presented when evaluating franchise offerings and counselling prospective franchisees. These articles are intended to provide an overview to the practitioner who does not regularly practice franchise law or is unfamiliar with regulations concerning the offering, sale and franchise relationships in the states at issue. Should specific issues arise relating to franchise law, we strongly urge our readers who do not concentrate their practices in franchise law to seek out competent co-counsel familiar with the crazy quilt of state regulation that may affect the structuring of these franchise offerings. peter macrae dillon Siskinds franchise franchisor franchising lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Good Faith in Franchising: The Shelanu Decision -- Franchise Lawyer Canada - Click To Read Article This article examines the development of good faith in Canadian franchise law, which received its first important push from the Ontario Court of Appeal in the Print Three v. Shelanu decision. peter macrae dillon franchise franchisor lawyer attorney Toronto Ontario Canada www.franchiselaw.ca Like this article? Share it with your friends
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