Florida International University Moss Department of Construc

Florida International University
Moss Department of Construction Management
BCN 4612 SU2021 Homework #1 Page 1 of 2
BCN4612 Construction Cost Estimating II
Homework #1
Instructions for Homework #1
By the end of this homework, you should have:
i. Created a bid called ClubHouse and loaded the drawings
ii. Estimated the project foundations
iii. Estimated the project water and sewer lines
iv. Estimated a safety chain link fence to surround the project
v. Started to use the General Estimating Template rev. 8
provided
vi. Started to use the General Conditions Template rev. 2
provided
vii. Started a word document to track your work, assumptions
and
notes
Assessment
i. You will submit your OnScreen Takeoff database and excel
files with calculations of
quantities and costs for the building’s foundations, water and
sewer lines.
ii. You will demonstrate proficiency using EXCEL by filling the
appropriate tabs with the cost

requested above.
iii. You will demonstrate your knowledge of estimating by
estimating the cost of the foundations,
water and sewer lines using RSMeans Online.
PART 1 Create the ClubHouse Bid and setup layers
1.1 Create a new bid called ClubHouse. Get the drawings from
Canvas, the file is named
"ClubHouse.zip".
1.2 Familiarize yourself with the drawings, understand the
scope of work.
1.3 Rotate the drawings and set the correct scale.
1.4 Create a layer called Piles, and another one called
GradeBeam.
PART 2 Safety fence Takeoff
Consider drawing C0 – Overall Civil Site Plan Proposed
2.1 Assume there will be a safety fence around the project that
is the same size as the PROJECT SITE
dashed line shown in the drawing. Create a linear condition for
the safety fence and estimate the
size. Assume it is 8’ tall.
PART 3 Foundations Takeoff
3.1 Look at the Structural drawings and familiarize yourself
with the terms, ID’s, lines, etc.
3.2 Use drawing S1 and create a count condition to count how
many Concrete Auger Cast Piles there are
and their location. In the condition screen: use a circular shape
with 14” Diameter, enter the height of
the pile, and type the reinforcing requirements in the Notes.
3.3 Use drawing S6 to create a linear condition for the grade

beam. Enter the height, and the width in the
numerical fields and use the notes to indicate the reinforcement.
3.4 Go back to drawing S1 and estimate the quantity of the
grade beam. Use Q2 for the area of the
formwork (both sides) and Q3 for the volume of concrete in
cubic yards. Be careful not to overlap
(double count) the intersections.
Florida International University
Moss Department of Construction Management
BCN 4612 SU2021 Homework #1 Page 2 of 2
PART 4 Water and Sewer Takeoff
4.1 Look at drawing C-4 and estimate the clean water main line
by creating a linear condition and
following the line.
4.2 Look at drawing C-4 and estimate the sanitary sewer line
Note: Ignore accessories such as valves,
elbows, and supports.
PART 5 Cost Estimate
5.1 Paste your takeoff in the “OST” Tab in your Excel General
Estimating Template.
5.2 Use the appropriate tabs to estimate the costs of the
Foundations, and Water and Sewer lines.

PART 6 Submit Your Work
Use the link provided on Canvas to submit your:
- OST Takeoff database (.mdb file from your windows/mac
computer folders)
- General Estimating template (Estimating Template excel
sheet)
- Homework report:
1) This report will briefly describe the steps you did to
estimate each of the task and the assumptions
you made in your quantity takeoff and estimation.
2) You should export your takeoff as pdf and append to the
end of the report. You can follow this to
export your takeoff: in OST, click File --> Print --> Select
Range: Pages with Takeoff --> Print to
PDF
Instructions for Homework #1PART 1 Create the ClubHouse
Bid and setup layersPART 2 Safety fence TakeoffPART 3
Foundations TakeoffPART 4 Water and Sewer TakeoffPART 5
Cost EstimatePART 6 Submit Your Work
Class Notes
The term paper (one paragraph one idea)
Introduction
- What is the objective of the term paper?
- You need to narrow the requirements or the questions to be
asked.

- Will the existence of bidding systems create issues in the
housing
markets?
- What are the ethical or moral issues to tackle?
- Things that are good or need to be corrected.
- Is this bidding war ethical? Especially in lower priced areas
since people
tend to bid above. The numbers must make sense and match.
- Are they legal even?
- Are virtual visits deceiving?
- Buyer beware.
- Should we be using the general template in the paper?
- We need to understand the worry
- One key issue to remember; more than the majority of
dwellings in the past year
and a half in Ottawa were without any form of inspection. You
buy as is. You have
to weigh the legal obligations.
- Is the foundation cracked? Is there mildew, mold? Do you
actually know
what’s in the house? Is there french drains?
- Houses are staged? Do they increase bidding wars?
Renovation increases the
prices.
- Methodology (avoid one big paragraph, go one statement at a
time)
- Step by step on how you completed the assignment

- Needs to be bulletproof otherwise you lose credibility
- See OCtranspo crash
- Possible versus possibility
- Did you take the photos right? Did you provide the chain of
custody?...
- One concept per line
- Parties involved
- Buyer, seller, bank, real estate agent, inspection…
- You need to have that information before you make your offer.
With the short
turnaround time it’s hard to get done.
- Pre-approvals are important
Clauses
- We do not go outside the content of this class and the material
we covered
- You will read each of these lines and explain the legal
consequences. What does the
provision tell you?
- They tell you something you put it in writing
- If it’s good in words it’s good on paper
Legal Concepts
- Any legal concepts brought up in class. We will discuss 300 in
the class. We only need
to choose 20 concepts.
Scenario

- Create our own story. There’s no good story, things go wrong
right left and centre
- There’s supposed to be appliances and there’s none when you
walk in
- A smoker lived there so you need to renovate
- Look at the contract and find out how to fix it.
- In real life they show you A, but it’s really D,E,F
- Do you accept the consequences or do you litigate?
- Choose your battles
- Easy to say litigate. It’s a mental issue. Brings out the story.
Capacity and
Desire.
Recommendations
- What do you tell them? What will they do? What did you
indicate? What should they be
putting in the agreement? What protection clauses should be
included? What if the offer
isn’t accepted? Do you have an exit strategy?
- Any important reminders (mortgages last longer than
marriages lol)
- What will you include in the actual purchase agreement?
- What and how would you put in the agreement?
- Planning for contingencies: What is your tolerance for risk?
How do you want to resolve
the issue (arbitration)?
- Be upfront early on to gauge where the other party is on the
issue.
Next week the professor wants us to have the table of contents

Where do you find in the Charter the rules regulating
dress codes in change rooms?
There is no provision for this.
He mentioned an example of his daughters: “Why are there
naked ladies in the change rooms?”
There’s no regulations governing this.
How could this be enforced if this was the case?
There’s a lot of legal vacuums in so many things. Our society is
moving towards
genderless bathrooms. There’s cubicles instead.
The appeal court in Ontario made a key decision.
Are you legally required to cover your chest? If it’s not for
sexual gratification, you
cannot forbid someone from not covering their chest.
Breach of equality of gender
Women breastfeeding is also connected to this
No longer require gender to be on ID
Charter of Rights and Freedoms
It was adopted on April 17th, 1982.
First referendum was in 1980 and Pierre Trudeau said that if
they vote no to the referendum
they say yes to constitutional reform. This is an actual copy of
the US bill of rights but put into a
canadian setting.
The Québec and Indigenous issues are still unanswered.
Canada is founded upon the principles that recognized the
supremacy of God (no god is better
than another) and the rule of law.

Huawei example
The US had a request for extradition and China says that they
should just be repatriated.
The two Michaels, this has impacted the relationship between
China and Canada. Will India be
the superpower of Asia? Butterfly effect? We allow the courts
to assess the evidence to
determine if there’s probable cause for her extradition.
American’s hold the cards in this case.
That person was coming to Vancouver to take a transit flight.
There’s a great wealth of
information being shared between different countries (5 eyes).
Fundamental rights
- Freedom of expression
- Freedom of association
-
Mobility rights
- You can get a job in any province so long as you meet the
basic requirements
Legal Rights
- The rights you have between yourself in the state
- Euthanasia would fall under here. Termination of life under
certain
conditions. Palliative care, or 18, or 16, or 14 years old. When
can you
make this decision? Health is a provincial jurisdiction.
- Equality rights
- Equal protection under the law no discrimination based on
race, ethnicity,

sex, age, religion, colour, mental or physical disability
- Official Languages of Canada
- Requires the use of both official languages (english and
french)
- It’s a bonafide requirement for the position
- Official language of the seat of Ottawa
- Amendments to the constitution where all federal regulated
corporations will need to abide by the official languages act.
Filed
in june or july of this year.
- Minority rights
-
- Enforcement
- Court can correct any violation that is covered by the charter
of rights
- A country is powerful when they have a good legal system
- General
- Aboriginals
- The charter does not apply to them. It does not affect treaties.
Court system is the guardians of our democracy. Courts can
correct any violation. The most
powerful legal system kills corruption, allows for redressing the
issues, protects the interests and
rights of individuals and persons.
Only since 2013 can a member of the royal family marry a
catholic and still be part of the royal
family. This has been a battle for the past 200 years.

Provision 1 - Reasonable limits clause AKA the Oakes test
https://www.justice.gc.ca/eng/csj-sjc/rfc-dlc/ccrf-
ccdl/check/art1.html
Balance between the rights of individuals and society. There’s
no rights that are absolute but the
limitations need to be tailored.
1. Demonstrate that the right exists and that it has been limited
a. The onus of proof is on the person that must justify the limit.
Either based on
balance of probabilities or civil standard. Must be demonstrably
justified. Must
bring evidence, social science, scientific, statistical…
b. Reason and logic may suffice
2. Determine in an express statute. Must be prescribed by law
a. It can be a policy, statute.
b. Discretionary administrative decision-making limiting a right
or freedom was
previously regarded as a limit ‘prescribed by law’.
https://www.justice.gc.ca/eng/csj-sjc/rfc-dlc/ccrf-
ccdl/check/art1.html
c. The actions of the state need to be authorized by clear
elements, there cannot be
ambiguity or vagueness (need for precision and validity)
3. Oakes test
a. Is the legislative goal pressing and important?

● Should the Charter be involved? (critical/relevancy)
i. Ex. should we regulate the glasses of university students? Is
this even
relevant?
ii. Ex. Do Sihks need to wear the RCMP headgear instead of
their turbin.
b. Is there proportionality between the objective and the means
used to achieve it?
i. You must rationally connect the objectives and the finality.
ii. Be minimal impairment.
iii. Final balancing
4. Pressing and substantial objective
5. Proportionality
a. Rational connection
b. Minimal impairment
c. Proportionality or final balancing
Example can we request that employees be vaccinated before
they enter a government facility.
Justifiable in the interest of the public and society. “Find me a
better tool and we’ll get there”.
Just because there’s a violation does not mean that it’s
acceptable.
Legislation (Quebec)
● Act respecting the exercise of the fundamental rights and
prerogatives of the Quebec
people

● Objective: establish measures to foster adherence…
○ Required to have state neutrality
● When the state is involved (funded by the state), it must
demonstrate religious neutrality
○ Exception: company’s main activity is religious/spiritual
● There are some religious accommodations
Quebec
● Have language schools only
● Religious schools are private, meaning you have to pay for
the education
English canada vs french canada
● English Canada
○ Focus on Individual rights
● French Canada
○ Focus on Collective rights
➔Oakes test does not matter in section 33
➔Courts are granting the evolution of our society
Intro to Class 3 (May 18th)
In Law it’s never a straight line, there are always legal
challenges.
Will Québec force us to go towards
Québec filed Bill 96 last thursday. This is an overhaul of the
language act. One of the things to
understand is that Québec wants the bill entrenched in the
Charter of Rights and Freedoms.
They want it to be in the Charter or they will use the

Notwithstanding clause (section 33) to
protect this bill.
Scotland?
They have a similar governmental structure to Québec.
Similarities exist in their laws, ex. civil
code of Québec. Scotts have also tried a referendum to leave the
UK. The difference is that
Québec hinges on the opinions of Québecers and indigenous
peoples.
Legal Steps of the Oakes Test
Section 1 - Reasonable Limits
Guarantees the rights and freedoms in the charter.
Only subject to reasonable limits prescribed by law as can be
demonstrably justified in a
free and democratic society.
Balances between the rights of individuals and the interests of
society.
Most modern constitutions recognize that rights are not absolute
and can be
limited if this is necessary to achieve an important objective
and if the limit is
appropriately tailored, or proportional.
Inherent dignity of the human person, commitment to social
justice and equality,
accommodation of a wide variety of beliefs, respect for cultural
and group
identity, and faith in social and political institutions which
enhance the
participation of individuals and groups in society.

Analysis
- Requirements of the test
- Right or freedom must be in the Charter
- The right or freedom has been limited
- Onus of proof is on the person that justifies the limit
- Prescribed by law
- Needs to be in a regulation or statute
- Reasonable and demonstrably justified
- Is the legislative goal pressing and substantial?
- Does it have a reason to exist or is it just cause
- Is there proportionality between the objective and the means
used
to achieve it?
- What’s the link between the objective and the measure
- Mask and not spreading disease
- Minimal impairment
- The limit must impair the right or freedom no more than is
reasonably necessary to accomplish the objective.
- Final balancing
- Proportionality between the situation, the effects, and the law.
Talked alot about removing tattoos, what’s appropriate and
inappropriate?
Cannot forecast the future. Ex. Climate change hasn’t been
brought to the supreme
court because there is not an immediate problem to be dealt
with.

Bill 96 has conflicts between the individual rights of people and
the collective rights of
society.
It’s important to find where the differences lie in between the
english and the french
speeches. They’re not always the same stories.
Court Structure
https://www.justice.gc.ca/eng/csj-sjc/ccs-ajc/02.html
Military courts
Sexual misconduct is a huge problem.
Should there be a civilian style of court in the martial system to
ensure everyone gets
their due process.
General Vance, used to be a CDF then took his retirement. He
was dating a lower
ranking soldier under his command. She became a spouse and
they had two children.
Could we technically put them in jail? The military jail is in
Edmonton. It’s not a great
situation. This is the sanction.
Federal Tribunals
If you’re in federal court you’re discussing federal matters.
You need to get permissions in order to appeal to higher courts.
Provincial Courts
The provincial courts are over capacity. 1 out of 9 Canadians
will have a criminal record.
750 000 prosecutions on dui charges. About 6 million in Ontario
per year.
The provincial Superior court

Major financial issues, divorce.
https://www.justice.gc.ca/eng/csj-sjc/ccs-ajc/02.html
You can appeal all these decisions.
Supreme Court
The supreme court only sees about 120 cases a year.
Dissension
Limitations Act
https://www.ontario.ca/laws/statute/02l24
When can we be sued and what is the period, what are the
limitations…
Applies to anything except when you’re dealing with real
property or aboriginal rights
Basic Limitation Period
You have a right to a proceeding. Must be commenced in
respect to the second year
anniversary of the day which the claim was discovered.
1. The injury, loss, or damage had occurred.
2. Injury caused by or contributed to by an act or omission
3. That the act or omission was that of the person against whom
the claim is made
You have the obligation to demonstrate that the two year period
should be extended if there’s
any reason why.
Ultimate Limitation Period

Even if the limitation period established by any other section of
the Act. No proceeding shall
take place if it responds to the conditions below.
1. Anything prior to 15 years on the date that the act or
omission on which the claim is
based on took place.
No Limitation Period
- When dealing with a sexual assault.
- Includes misconduct if the victim was a minor
Risk Management
Sources of Law
Royal Prerogative: refers to the historical rights and privileges
of the crown, including the right
to conduct foreign affairs and to declare war.
https://www.ontario.ca/laws/statute/02l24
Common Law: judge-made law, common law is created when
judges make decisions. The
decisions become precedents, and they are cumulatively referred
to as the common law.
Law of Equity: Another set of rules, that will try to give
fairness to the circumstances, usually
through remedies. Equity assists only those with clean hands. It
removes some of the
restrictions that common law imposes
Public Law: Areas of law that relate to or regulate the
relationship between persons and
government at all levels such as Criminal law

Common Law versus Civil Law
Common law is the judge made law
Civil law, judges look to the Civil code for general principles to
be applied to the case at
hand. They are not bound by how other judges have interpreted
the Code. A reason for
everything and a million exceptions.
Examples of Administrative Bodies
Liquor control board to get permission to sell alcohol
Workers’ compensation board to hire employees
Domestic versus international law
Substantive versus procedural law
USMCA - with Canada becoming more entwined in North
America
Contract, tort, property, company law.
How the Common Law System works
A lower court must follow a relevant precedent created by a
higher court. The higher the court
the stronger the precedent. Ex. the Supreme Court is the highest
court and so any decisions
made are essentially final.
3, 4, 28. Agency maybe
May 25th, 2021
Bill and Melinda Gates
He talked about these two again and their reason for divorce.
Ethical standards
Branding is an important question when thinking of risk
management. How do we manage

people and the brand? How can we push people away from the
brand (PR poison)? How can
we differentiate between the person and the business?
You need to sever the relationship between the offender and the
business.
If it’s good in words it’s good in writing. The Founder (movie
on Netflix)
Should we be having trust or naiveté? (he means naiveté in a
good way I guess).
Legal Risk management involves all managers and employees at
every level.
1. Identify the legal risks
a. Assess the organization’s functional areas
b. Review how the organization makes decisions
c. Examine the organization’s business relationships
d. Analyse the organization’s operations and transactions
i. Examples
1. Business could harm the environment and result in
prosecution
under environmental legislation or civil actions by affected
people
2. Employee harassment could result in human rights
investigations
3. Aggressive marketing could result in investigation under the
federal Competition Act
4. Machine breakdown could result in a loss of production and
an

inability to fulfill contracts, resulting in lawsuits for breach of
contract.
5. Bill Gates
6. Vaccinations: how many?
2. Evaluate the risks
a. One or two doses? Three doses? This is most subject to
change. Consistency in
the information, in dealing with the problem…
3. Devise a risk management plan
a. Avoid or eliminate the risk
b. Reduce the risk
c. Transfer the risk
d. Retain the risk
How might a business absorb or Retain risk (Mcdonald’s
systemic discrimination example was
used)
- Self-insurance - the organization can establish a funded
reserve
- Insurance policy deductibles - the organization can retain risks
to a certain dollar amount
- Noninsurance - the organization can charge losses as an
expense item
4. Implement the plan
a. Carry out the plan
i. What do we do

b. Monitor and revise the plan
i. What was wrong, right and what did we do right wrong
Maple Leaf Foods Example
Had to have had Symptoms of listeriosis for 24 to 48 days is
entitled to a settlement
Signed affidavit
Maple Leaf requires no proof
Filed electronically (920$ per person)
The total cost was less than 20 million dollars CAD
125 000 each for those who passed away (2 750 000$)
86.25% of the cost was the 920$ payouts
Lessons learned
React quickly and in a positive fashion.
Immediate recall
Use a prominent spokesperson to tell the company’s side
Use appropriate messages in different media: don’t argue
whether it was responsible or
Not
Be open and consistent in acknowledging the problem and the
company’s role in it
Managing Legal Risk
A business can assess its legal environment by:
- Assessing that environment
- Developing a risk management plan
- Reacting to changes in the legal environment
- Managing its legal services
How Business activities can lead to disputes
- Pollution incident
- Motor vehicle accident

- Hacking attempt
- Bylaw changes
- Delinquent customers
Is Litigation the only option for resolving legal disputes?
- Alternative dispute resolution (ADR)
- Preserve confidentiality
- Preserve relationship
- Less costly
- Less time-consuming
- Each side can agree on the outcome
- Negotiation
- Parties discuss their differences and attempt to reach a
mutually
agreeable resolution.
- Lawyers can be of assistance (things begin to get legalized and
then the other side will lawyer up)
- If the loss is one for which
- Can be used to resolve virtually any type of dispute
- Saying Sorry (this may open the door to negotiations)
- Pros & Cons to this
- Mediation
- Do not make decisions, they help the parties reach a
conclusion
- Very high success rate
- Popular because it’s

- Less expensive, quick, private, confidential, helps to
preserve the relationship, and can result in a resolution
tailored to the needs of the parties
- Arbitration
- A third person that makes the decision that is binding for all
parties
- Works particularly well for most commercial and business
disputes
because the parties can select an arbitrator that’s relevant
- Very common in international contracts
- Parties can agree in contract not to sue and use arbitration to
resolve disputes
- Virtually no mandatory qualifications
- Every party brings their perspective
- The negotiation is legalized and binding
Private (civil) Litigation
- Plantiff and Defendant
- Is it really worth it? What do you gain? What do you do? Is it
in your best interests?
Small Claims Court
https://www.ontario.ca/laws/regulation/980258
1.03 General Principle
Liberally construed to secure the just, most expeditious and
least expensive determination of
every preceding on its merits in accordance with section 25 of
the Courts of Justice Act.
For scope or jurisdiction see article 6

Partnerships and proprietorships are in article 5
Maximum is for small claims court is 35 000$ per case
- Plaintiff (Form 7A)
- Defendant (Form 8A)
Must serve documents to the person, physically. Cannot be
electronically
Service by email
Requirements re Email Message
(3) The email message to which a document served by email in
accordance with these rules is
attached shall include,
https://www.ontario.ca/laws/regulation/980258
(a) the sender’s name, address, telephone number, and email
address;
(b) the name of the person or representative being served;
(c) the date and time of the email; and
(d) the name and telephone number of a person to contact in the
event of a
transmission problem. O. Reg. 108/21, s. 9.
When Effective
(4) Service of a document by email is deemed to be effective,

(a) on the day the email is sent; or
(b) if the email is sent between 4 p.m. and midnight, on the
following day. O. Reg.
108/21, s. 9.
Imminence: Does it effect the health and safety? Will it cause
significant material hardship?
Defence
9.01 A defendant who wishes to dispute a plaintiff’s claim
shall, within 20 days of being served
with the claim,
(a) serve on every other party a defence (Form 9A); and
(b) file the defence, with proof of service, with the clerk. O.
Reg. 44/14, s. 5.
Contents of Defence, Attachments
The following requirements apply to the defence:
1. It shall contain the following information:
i. The reasons why the defendant disputes the plaintiff’s claim,
expressed in
concise non-technical language with a reasonable amount of
detail.
ii. If the defendant is self-represented, the defendant’s name,

address,
telephone number and email address (if any).
iii. If the defendant is represented by a representative, the
representative’s
name, address, telephone number, and email address (if any)
and Law
Society of Ontario registration number (if any).
2. If the defence is based in whole or in part on a document, a
copy of the document
shall be attached to each copy of the defence, unless it is
unavailable, in which case
the defence shall state the reason why the document is not
attached. O. Reg.
461/01, s. 11; O. Reg. 78/06, s. 18; O. Reg. 56/12, s. 2; O. Reg.
230/13, s. 12; O.
Reg. 108/21, s. 10.
Noting Defendant in Default
11.01 (1) If a defendant to a plaintiff’s claim or a defendant’s
claim fails to file a defence to all or
part of the claim with the clerk within the prescribed time, the
clerk may, when proof is filed that

the claim was served within the territorial division, note the
defendant in default. O. Reg. 78/06,
s. 24.
Dismissal
11.1.01 (1) Unless the court orders otherwise, the clerk shall
make an order dismissing an
action for delay if, by the second anniversary of the
commencement of the action,
(a) the action has not been disposed of by order; and
(b) no step has been taken by the plaintiff under subrule 11.03
(2) or (2.1) to obtain
judgment, nor has a trial date been requested. O. Reg. 194/15,
s. 3; O. Reg. 38/16,
s. 6; O. Reg. 488/16, s. 1 (1).
RULE 14 OFFER TO SETTLE
14.01 A party may serve on any other party an offer to settle a
claim on the terms specified in
the offer. O. Reg. 258/98, r. 14.01.
Written Documents
14.01.1 (1) An offer to settle, an acceptance of an offer to settle
and a notice of withdrawal of an

offer to settle shall be in writing. O. Reg. 78/06, s. 28.
June 1st, 2021
Insurance
Insurance Terminology
Insurance policy: contract of insurance (60 - 70 pages on
average, times 9, single
spaced…)
Legislation requires a copy be delivered to the insured,
They will almost never be covered. It is incredibly technical and
well-defined. It will first and foremost provide protection to the
insurance
company.
Premium: Price paid for insurance coverage
Insurer: company that sells insurance coverage
Insured: one who buys insurance coverage
Limitations of Insurance
- Can be costly and is not always available
- Does not prevent a loss from occurring
- Does not prevent the potential adverse publicity associated
with a loss
- Ex. you own a business and there’s a fire
The insurance relationship
An insurance policy is a contract that provides protection
against a specific loss.
Insurance Legislation
- One of the most regulated industries in Canada due to the
vulnerable nature of the

clientele.
- Mandating the terms that must be found in insurance contracts
- Regulating the industry by setting out licensing requirements
for insurance companies,
brokers, and adjusters.
- Monitoring insurance companies, particularly with respect to
their financial operation
- Includes definitions
- Total disability example (quadrapeligic only moving head)
- Basic definitions are in the legislation
- Small differences can be made in policies
Basic types of insurance
1. Life and disability insurance
a. Options: renewal of policy to increase protection with
protection of health
changes
2. Property insurance (aka fire insurance)
3. Liability insurance (also known as casualty)
a. When you make a mistake
b. Malpractice insurance
Deductible
- With the exception of life insurance contracts, insurance
policies can be written so that
the insured pays a deductible
- This means that the insured is responsible for the first part of
the loss, and the insurer

has liability for the balance
- Agreeing to a deductible generally reduces the premiums that
the insured must pay
Specialized concepts
Duty to disclose: obligation of the insured to provide to the
insurer all information that relates to
the risk being insured. Has to have a link to what is being
insured, can be an indirect link.
Insurable interest: financial stake in what is being insured
Indemnity: obligation on the insurer to make good the loss
Subrogation: right of the insurer to recover the amount paid on
a claim from a third party who
caused the loss. You as the insured will get compensation from
the insurer, they then take over
your rights and sue the other party.
Forfeiture Rule
- An insured is not permitted to profit from his or her wil lful
misconduct
- Shawshank redemption escape.
- If he or she deliberately causes a loss, the forfeiture rule will
prevent them from
collecting on their insurance
The policy
Rider (a change in the policy): a clause altering or adding
coverage to a standard insurance
policy. Cannot make a verbal change to a policy
Endorsement (confirmation of the policy): Written evidence of a
change to an existing
insurance policy.

Insurance product - Specialized business policies
- Auto insurance
- Occupiers’ liability
- Comprehensive and general liability insurance (could be
coming from a professional
designation)
- Errors and omissions insurance
- Property
- Business interruption loss insurance
- Environmental damage insurance
- Key-person life insurance
Business Application of the law
No-fault insurance systems (PQ and BC)
Place emphasis on providing accident benefits without regard to
the victim’s fault. The chart
may not suffice to properly compensate the victims
Critical analysis: what is the purpose of “pain and suffering”
caps for minor injuries?
Remedies of the insured
Against the broker
- A broker is the middle person between the insurance
companies and the insured
- Liability may arise if the broker provides negligent advice
Against the insurance company
- When an insured makes a claim under its policy, an insurance
adjuster will likely
investigate the events and evaluate the loss

- On the adjuster’s advice, the insurer will offer to settle the
claim. There may be
disagreements between the insured and the insurer.
- An insurer owes the insured a duty of good faith, including a
duty to deal with an
insured’s claim in good faith.
Automobile insurance
https://www.fin.gov.on.ca/en/autoinsurance/index.html
Dispute resolution system
Understanding auto insurance:
http://www.fsco.gov.on.ca/en/auto/brochures/Pages/brochure_au
toins.aspx
Dived deep into Medical, rehabilitation, and attendant care
benefits
Maximum for serious injury is 65 000$, with additional
coverage can be 130 000$
An additional 1 000 000 for catastrophic injuries
Includes provisions for things like housekeeping, care givers,
death and funeral
https://www.fin.gov.on.ca/en/autoinsurance/index.html
http://www.fsco.gov.on.ca/en/auto/brochures/Pages/brochure_au
toins.aspx
Agency
What is agency at law? Shows us the form that we should have
in our safe deposit box.
Examples of agency relationships
- A sports agent who negotiates a multimillion-dollar deal on

behalf of hockey players
- An insurance agent sells fire and theft insurance on behalf of
several insurance
companies.
- A travel agent sells tickets, cruises, and vacation packages on
behalf of carriers and
hotels
- A booking agent negotiates fees + dates on behalf of
enterprises
- A stock broker buys and sells on behalf of individuals and
companies
The Agent-principal relationship
- Agent is the person negotiating
- Principal is the person being negotiated for
The outsider principal relationship
- Agent and principal are present but an outsider will also be
present to negotiate between
them.
Agency by Estoppel
- An agency relationship created when the principal acts in a
way that the third parties
reasonably conclude that an agency relationship exists.
- Example, the principal says x person is my conduit for this
relationship.
- Estoppel (the principal is stopped from making changes)
Agency by ratification
- An agency relationship created when one party adopts a

contract entered into on his
behalf by another who at the time acted without authority
Creation of an agency relationship
- A principal can only ratify a contract if
- They do so within a reasonable time
- The principal had the capacity to create the contract at the
time the agent entered
into it and at the time the agent entered into it and at the time of
ratification, and
- The agent identified
Authority of Agent
Actual - part of the process, that derives from either express or
implied agreement
Apparent - the power that an agent appears to have to an
outsider because of conduct or
statements of the principal
Express authority - written or oral authority granted by the
principal to an agent
Implied - agent’s authority that is present by implication only
Duties of an agent
- Must perform in accordance with the principal’s instructions,
or failing instructions, then
performance must meet the standards of the particular trade or
industry
- Fiduciary duty: imposed on a person who has a special relation

of trust with another.
You work in the best interest of the principal
- Fiduciary: person who has a duty of good faith tow ard another
due to a relationship
Duties of the principal
- Pay the agent a specified fee or percentage for services
rendered
- Assist the agent in the manner described in the contract
- Reimburse the agent for reasonable expenses associated with
carrying out the agency
duties
- Indemnify against losses incurred in carrying out the agency
business
Liability of the principal to the outsider
- The liability of the relationship is that of the principal and not
the agent.
Liability of the agent to the outsider
- When an agent is exceeding their authority. They may become
personally liable.
- Warranty of authority - a representation of authority by a
person who purports to be an
agent.
- Can only happen after the ratification of the excess of
authority by the principal (the
principal has to say it)
Liability of an undisclosed principal
- A principal whose identity is unknown is still liable so long as
they are acting within their

authority or if they were neglecting their fiduciary duties.
Liability of agent to principal
- When an agent exceeds their authority the principal can sue
the agent for breach of
contract.
Power of attorney kit (free document)
https://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/po
akit.php
One for property and one for personal care
Normally two, to allow people with whom you have confidence
in that will execute your plans as
stated.
- Assessor is someone who is qualified to assess someone’s
mental capacity, will provide
the state of capacity of the individual.
- What is incapacity?
- Here we look at the mental incapacity, is the person able to
understand or
appreciate relevant information to make a decision and its
consequences
https://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/po
akit.php
- Personal care
- Health care, shelter, clothing, hygiene
- Property management

- Choose wisely who will have POA, there’s a lot of trust put
into that person.
- Must provide separate or joint attorney’s, the authority
granted, compensation provided
Partnerships
https://www.ontario.ca/laws/statute/90p05
Definitions
- Business means a trade, an occupation, and profession
What is the nature of a partnership
A partnership is a relationship that subsists (continuity)
between persons (individuals,
associations, corporations…) carrying on a business with the
view to profit. A contractual
relationship.
Elements of a partnership
- Joint tenancy (joint property or common property)
- The sharing of gross return does not in itself constitute a
partnership
- The receipt by a person of the share of the profits is proof of
them being a partner
except:
- When a debt is repaid
- This is how you’re paid
- A person who
- Was married to a deceased partner immediately before the
deceased partner dies
- The child of a deceased partner

The legal name of a firm is: persons who have entered into a
partnership with one another for
the purposes of this act. Collectively called a firm, and the
name under which their business is
carried on.
Relations of partners to persons dealing with them
Power of partner to bind firm
Every partner is an agent of all the other partners. They can go
and buy stuff for the firm
without express permission unless you have no authority to do
so.
An act or instrument relation to the business of the firm and
done or executed in the firm
name, or in any other manner showing an intention to bind the
firm by a person thereto
authorized.
Partners bound by acts on behalf of firm
Partner using credit of firm for private purposes
https://www.ontario.ca/laws/statute/90p05
Liability of partners
Every partner is liable for the actions of the other partners
during operable hours.
Liability of firm for wrongs
Liability for wrongs and several
Every partner is jointly liable for the actions of the firms. If the
firm is wrong
(misappropriated money), the partners are liable to right the

wrong.
June 8th
Important links
Annotated partnership agreements
https://store.lsuc.on.ca/Content/pdf/2017/CLE17-00907/CLE17-
00907-pub.pdf
June 22nd
Corporations
Shareholders - person who has ownership in a corporation
Director - person elected by shareholders to manage a
corporation
Limited liability - responsibility of obligations restricted to the
amount of investment
Dividend - division of profits payable to shareholders
Pros
- Limited liability
- Flexibility
- Greater access to capital
- Continuous existence
- Tax benefits
- Transferability
- Potentially broad management base
The corporation
Profit sharing - profits of the corporation are distributed to
shareholders through dividends
Decision making - the corporation is managed by a board of
directors, which in turn is elected
by shareholders. In addition, officers - that is, high-ranking
corporate employees - can be hired

by the board to assist in running the corporation.
https://store.lsuc.on.ca/Content/pdf/2017/CLE17-00907/CLE17-
00907-pub.pdf
Source of Capital: A corporation can get its capital in two ways:
it can borrow or its directors can
issue shares.
Taxation: Because it is a separate legal entity, a corporation
pays its own taxes.
Transferability: The fact that a corporation has a separate legal
identity often allows for easy
transference of an ownership interest represented by shares.
Perpetual Existence: Because the corporation exists
independently of its shareholders, the
death or bankruptcy of one or more shareholders does not affect
the existence of the
corporation.
Business Arrangements
There are additional ways to carry on the business activity
itself. These ways are not distinct
business organizations but are, for the lack of a more accurate
term, arrangements.
Franchise
An arrangement whereby an owner of a trademark or trade name
permits another to sell a
product or service under the trademark or trade name.
Disclosure Requirements: Franchisors are required to deliver a
disclosure document to
prospective franchises 14 days prior to franchises entering into
binding agreements or paying
money.
Franchises have the right to rescind or cancel the franchise

agreement within certain time
periods if they do not receive a disclosure document.
Parties to a franchise agreement have the duty of fair dealing in
the performance and
enforcement of the agreement.
Right of Association: Franchises have the right to associate with
one another and form or join an
organization of franchises.
Other Business Arrangements
Distributorship of Dealership:Contractual relationship where
one business agrees to sell
another’s product.
Strategic Alliance: Cooperative arrangement among businesses
that may involve joint research,
technology sharing, or joint use of productions.
Joint Venture: Grouping of two or more businesses to undertake
a particular project. What are
the legal risks with joint ventures?
Sales Agency: Arrangement in which a manufacturer or
distributor contracts with an agent to
sell goods or services on its behalf.
Product Licensing: Agreement whereby the owner or a
trademark or other property right grants
to another the right to manufacture and distribute products
associated with the trademark or
other proprietary rights.
The Corporation
Predominant business vehicle in modern commerce because it is
a separate legal identity.
The corporation alone is responsible for its own debts and other
liabilities.

Should the corporation fail to make good on its obligations, the
shareholders are not
responsible.
Salomon v Salomon Ltd, [1897] AC 22 (HL)
See pg.343 of textbook
Critical Analysis: Do you think that the court went too far in
giving independent existence to the
corporation, especially when the interests of Aron and his
company virtually identical?
Pre-Incorporation Issues
Whether to incorporate federally or provincially
What types of shares will be available and to whom
What to name the corporation
Federal or Provincial Corporation?
Federally incorporated corporations have the right to carry on
business in each province.
Provincially incorporated corporations have the right to carry
on business only in the province in
which they are incorporated (with some exceptions).
Deciding on share Structure
Share: Represents an ownership interest in the issuing
corporation.
A corporation may simply have one type or class of shares with
all the basic shareholder rights
attached to it.
Classes of shares may include a combination of various rights
and privileges, including:
● Voting Rights
● Financial Rights
● Preference Rights
● Cumulative Rights

● Redemption Rights
Widely Held Corporation
Widely Held Corporation: Shares are normally traded on the
stock exchange (available to the
general public).
Securities Legislation: Corporations are subject to regulations
in those provinces ins which the
securities are issued or traded.
Closely Held Corporation
Closely Held or “Private” Corporation: Does not sell its shares
to the public.
Many small and large businesses are closely held corporations,
meaning that their shares are
not traded on the stock market.
Legislation often limits the number of shareholders.
May be subject to lower tax rates.
Naming the Corporation
All jurisdictions require a company to be identified by a name
or designated number.
Must be distinctive.
Must not cause confusion with any existing name or trademark.
Must include a legal element (Ltd., Corp., Inc., etc.)
Must not include any unacceptable terms
Nuans Report:
● Document that shows the result of a search for a business
name to ensure the name is
not already in use.
The Process of Incorporation

● Articles of Incorporation
● Notice of registered office
● Notice of directors
● Newly upgraded automated search (NUANS) report
● Filing fee payable to the Receiver General of Canada
Articles of Incorporation
● Defines the basic characteristics of corporations and sets out
the basic features of the
corporation, including:
● Name and place of corporation’s registered office
● Class and number of shares
● Any restrictions on the transferring of shares
● The number of directors
● Restrictions on the business that can be carried on
● Any other provisions that any incorporator requires to
customize the corporation
Creating the Corporation
● Articles of Incorporation are filed along with Notice of
Directors and Notice of Address
● Fee is paid
● If in order, a “Certificate of Incorporation” will be issued.
First Directors Meeting
● First Directors call an organization meeting to:
● Make bylaws
● Adopt forms of share certificates and corporate records
● Authorize the issue of shares and other securities
● Appoint officers
● Appoint auditor
● Make banking arrangements
● Transact any other business

Financing the Corporation
A corporation may raise money by borrowing.
● Bonds: Document evidencing a debt owed by the corporation,
often used to refer to a
secured debt.
● Debentures: Document evidencing a debt owed by the
corporation, often used to refer to
an unsecured debt.
● Securities: Shares and bonds issued by a corporation.
A corporation may raise money by selling shares.
● Shares are issued to investors in exchange for a purchase
price.
● Provides flexible means of raising capital.
● Provides opportunity to benefit from corporation’s growth.
Securities Legislation
● Provides the mechanism for the transfer of securities.
● Seeks to ensure that all investors have the ability to access
adequate information in
order to make informed decisions.
● Ensures that the system is such that the public has confidence
in the marketplace.
● Regulates those engaged in the trading of securities.
● Removes or punishes those participants not complying with
established rules.
Selling Securities to the Public
● Any corporation within to sell securities to the public must:

● Register
● File a Prospectus — statement by the issuing company of
prescribed information.
● Insider Trading Restrictions — insiders must report any
trading that they have
engaged in.
Insider Trading
● Transactions in shares based on confidential information of a
material nature.
● Insider:
● Person who has a special relationship with a corporation.
● Tippee:
● Person who acquires confidential information from an insider.
Corporation Liability
“Identification Theory” of Corporate Liability
● Developed by the courts and provides that a corporation is
liable when the person
committing the wrong is the corporation’s directing mind.
Vicarious Liability
● Identification theory established when a corporation has
primary liability in tort.
● A corporation can also have vicarious liability, when a wrong
or breach of contract occurs
as a result of the conduct of an employee.
Contract Liability of Corporations

● Agency law generally determines when a corporation is liable
on a contract.
● Outsiders can now generally rely on the apparent authority of
agents — the corporation
would be liable on the contract.
Contract Liability of Corporations
● To avoid personal liability, contracts signed should clearly
indicate that the person is
signing on behalf of the corporation and is not signing in a
personal capacity.
Criminal and Regulatory Liability of Corporations
● New Criminal Code Provisions:
● Expanded the range of individuals whose actions can trigger
liability by
broadening corporate responsibility for all criminal offences
and by increasing the
penalties.
● Senior officers are now under a positive obligation to act
when they have
knowledge that an offence has been or will be committed.
● Stiffer penalties are corporate probation orders.
● Regulatory Offences: An offence contrary to the public
interest.
● Corporation and sometimes even its directors and officers
face penalties, including civil

liability for damages.
● Corporation faces liability in many areas, including:
● Taxation, human rights, pay equity, employment standards,
consumer protection,
unfair or anticompetitive business practices, occupational health
and safety, and
environmental protection.
Duties of Directors and Officers
● Directors and officers are fiduciaries to the corporation:
● Implications?
● Must avoid self-dealing contracts — A contract in which
fiduciary has a conflict of
interest.
● Fiduciary Duty:
● Cannot intercept a corporate opportunity — A business
opportunity in which the
corporation has an interest.
● Duty of Competence:
● Directors and officers must meet a general standard of
competence.
Personal Liability of Directors and Officers
● Directors and officers are exposed to a broad range of
liabilities relating to the business
of the corporation, including:
● Liability in torts and contracts
● Liability by statutory offences

● Liability in Tort:
● Not personally liable provided that they were acting in
furtherance of their duties
to the corporation and their conduct was justifiable.
● May be liable for own tortious conduct
● Liability in Contract:
● Director not generally liable for the corporation’s contracts
● Principles of agency apply
● May be liable if guarantees the performance of the
corporation
● Liability by Statutory Offences
● Avoiding Risk of Personal Liability
● Make all decisions informed decisions
● Do what is necessary to learn about matters affecting the
company
● Identify problems within the company
● Stay apprised of and alert to the corporation’s financial and
other affairs
● Regularly attend directors meetings
● Ensure they receive reliable professional advice
Liability of Shareholders
● No duty to act in the best interests of the corporation
● Can freely compete with the corporation in which he or she
holds shares
● Not obligated to attend shareholder meetings, cast vote, read
the corporation’s financial
Lifting the Corporate Veil
● Courts are generally reluctant to lift the corporate veil except

when they are satisfied that
a company is a “mere facade” concealing the true facts.
● It must be shown that there is complete domination and
control by the shareholder and
that the corporate form must have been used as a shield for
conduct akin to fraud.
Shareholder Rights
● Three broad categories:
● Right to vote
● Right to information
● Financial rights
● Rights are allocated by directors when issuing difference
classes of shares.
Classes of Shares
● Common Shares:
● Share that generally has a right to vote, to share in dividends,
and to share in
proceeds own dissolution.
● Preferred Shares:
● Share or stock that has a preference in the distribution of
dividends and the
proceeds on dissolution.
Right to Vote
● Includes right to:

● One shareholder general meeting each year
● Be given notice of the meeting
● Attend the meeting
● Ask questions
● Introduce motions
● Have a proxy — person authorized to exercise a shareholder’s
voting rights
Right to Information
● Includes right to:
● Inspect the annual financial statements
● Apply to the court to have an inspector appointed if it can be
shown there is
serious concern about mismanagement
● Inspect certain records, including minute books
● Know whether directors have been purchasing shares of the
corporation
Financial Rights
● Include:
● Right to receive any dividend declared by the corporation
● Share in the assets of a corporation on dissolution
● May include preemptive rights — Shareholder’s right to
maintain a proportionate
share of ownership by purchasing a proportionate share of any
new stock issue.
Shareholder Remedies
● Dissatisfied Shareholder may:
● Sell shares

● Exercise dissent and appraisal rights.
● Derivative Action:
● Suit by a shareholder on behalf of a corporation to enforce a
corporate cause of
action.
● Oppression Action:
● Statutory remedy available to shareholders and other
stakeholders to protect
their corporate interests (oppression remedy).
● Shareholders’ Agreement:
● Agreement that defines the relationship among people who
have an ownership
interest in a corporation.
● Unanimous Shareholders’ Agreement:
● Agreement among all shareholders that restricts the powers of
the directors to
manage the corporation.
Contents of a Unanimous Shareholders’ Agreement
● May include:
● Agreements — allow the shareholders to define their
relationship in the following
areas:
● Management of the company
● Protection for the minority shareholders

● Control over who will be the other shareholders
● Provisions of the market for shares
● Capital contribution
● Buy-sell arrangements in the event of a dispute
● Mechanism for terminating an agreement.
_,
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ANADIA~ ~
NESS A r r ~ _
JU IHI DIIIO SIX SEVENTH EDITION Ci
WCANADIAN ~
DOROTHY DuPLESSIS
SHANNON O'BYRNE
PHILIP KING
LORRIE ADAMS
STEVEN ENMAN
BUSINESS
AND THE LAW
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1IANBUSINF
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Contents
Preface
The Legal Envir onment o f Bu siness
Chap t er 1: Kn owledge of Law as a Bu siness Asset
Chap t er 2 : Th e Can adian Legal Syst e m ............ .
Chap t er 3 : Managi ng Legal Risks
Chap t er 4: Disp ut e Resolu ti on
Con tracts
Chap t er 5 : An I n t rod ucti on t o Contract s
10
11
32
65

88
..... 120
..... 121
Chap ter 6 : For min g Con tractu al Rel ati o nshi p s
........................................... 1 33
Chap ter 7 : The Terms of a Con tract
.................................................... 164
Chap t er 8 : Non -Enforce m ent of Contract s . . . . . . . . . . . . .
. . . . . .... 190
Chap t er 9 : Ter minat ion and Enforce men t of Con tracts ......
2 16
Business Torts .......................................................................
24 5
Chap t er 10 : I ntrodu ction t o Tort Law
................................................... 24 6
Chap t er 11: The Tort of Negli gence ..... 266
Chap t er 12 : Oth er Torts ..... 29 1
St ructurin g Business Acti vi ty
.......................................................... 3 19
Chap t er 13 : The Agency Rel ati onshi p
.................................................. 320
Chap t er 14: Business Forms and Arrange men t s . . . . . . . . . .
. . . .... 34 6

Chap t er 15 : The Corporat e For m : Or gan izati onal Matters
...... 379
Chap t er 16 : The Corporat e Form : Operati onal Matters
................................... 405
Property
Chapter 17: Introduction to Property Law
Chapter 18 : Intell ectu al Prop er ty . . . . . . .. . .. .... .
. . .. .. ... .. . . .. . .. .. .. ... . 440
. . 4 41
. . 469
Chap ter 19 : Real Property . .. . . .. .. .. . .. . .. . .. .. . . .. .. .. . ..
.. . . .. .. .. . .. .... .. .. . . .. .. 509
Empl oy ment an d Pro fession al Rel a ti onsh ips . . . . . . . . . .
... ... ... . .. .... ... .. . . 536
Chap ter 2 0: The Employm en t Relation ship
Chapter 2 1: Ter mi n ati ng th e Employ men t Rela tion shi p ..
.
Chap ter 22: Profession al Servi ces . .
. .. ..... 537

. . 574
. . 602
The Sale o f Goods, Consu mer Protect ion an d Compe tition
Law . . .. . .. .. .. . .. . .. . .. . .. . .. .. 626
Chapter 1: Th e Sale o f Goods
........................................................ .
Chap ter 2 : Consumer Protection and Competi tion Law 18
Fin ancing th e Bu si ness . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Chap t er 3 : Bu siness and Ban king
Chap ter 4: Th e Legal Aspects o f Cr edit
50
73
Chapter 5 : Bankruptcy and In solven cy
................................................. 97
Tran sference of Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . ......................... 1 20
Chapter 6 : In suran ce
................................................................. 121
Glossary .................................... ........................................
147
How to Read a Ci ta ti on .. 160

Case I aw Reporters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . ......................... 1 61
I nd ex .. 162
II
PREFACE
In Canadian Business and the Law, Seventh Edition, legal
knowledge is regard ed as
a business asset that builds competitive advantage for the in
ruvid ual and the orga-
ruzation allke. This text demonstrates how the law can protect
persons and their
property as well as resolve disputes. The text also shows that
the law fac ilitates
personal and commercial interactions. In short, the law provides
both opportu-
n ities to be capitalized on and r isks to be managed.
Canadian Business and the Law is written from the perspective
that the law
plays an integral role in all business de cisions. Furthermore, it
systematically
advocates a r isk management approach as the optimum way of
dealing with legal
considerations in the business world. A risk management model
is introd uced in
Part One and apphed in every subsequent part o f the book.
Topical coverage is
o rgamze d as follows:
Part One establishes the rationale for students' study of business

law. It
accounts for what the law is, where it comes from, and how the
law
regulates business. It also establishes risk management as the
recurring
theme of the book and the study of business law.
Parts Two and T hree recognize that the legal issues a
businessperson
is most llkely to fa ce are in the a reas of contract law and tort
law. Part
Two, Contracts, and Part Three, Business Torts, provid e a
practical and
contextualized analysis o f these important areas. Here stud ents
acquire
not only an essential legal grounding in contract and tort p
rinciples, but
also the basic background for the specialized topics ruscussed
later in
the book. These two essential parts of the book are carefully
written so
that contracts and torts can be read and taught in whichever
sequence is
preferable to the user.
The fu ndamentals of contract law are examined in d epth in
Part Two to
allow fo r application in context in later parts, which deal with
topics such
as agency, partnership, employment, and insurance. By applying
the law to
particular relationships, students gain insight into d1e kinds of
contracts
that will figure prominently in their professional lives.
In our experience, students best understand the law when it is

related to core
subject areas in the business curriculum, including finance,
human resources,
sales, and marketing. For this reason, the remairung parts of the
book look at the
functional areas of business and consider legal issues in relation
to those activities.
Part Four concerns the selection and use of the form of
business.
Part Five examines the creation, acquisition, use, and protection
o f
property.
Part Six analyzes the acquisition and use of human resources.
Part Seven focuses on the selling and marketing of good s and
ser vices.
Part Eight addresses financing the business activity.
Part Nine explores the transference of r isk through the use of
insurance.
Our work in Canadian Business and the Law focuses on meeting
a number of
objectives:
Nfl
Our most important aim is to explain the basic legal principles
and
concepts in a business context that is engaging and relevant for
all readers.

The second objective is to reinforce that all aspects of the legal
environment necessitate active management. We o ffer a model
for
identifying, evaluating, and managing legal risk in Chapter 3.
Exam-
ples of the mod el's application to business enterprises and a
risk
management orientation are reflected in the treatment o f legal
subjects
throughout the text.
The third objective is to convey legal information in contexts
geared to the
practical application of knowled ge. A Business Law in Practice
scenario
opens each chapter with a business situation containing both
legal and
managerial implications. Questions posed by the opening
scenario give
stud ents rurection and purpose and encourage critical thinking
as they
read the chapter. As a means of testing the stud ents'
comprehension
and analytical skills, the scenario is revisited later in the
chapter with
suggested responses to the opening questions.
The practical application o f legal knowledge is reinforced
through boxes
provided throughout the text en titled Business Application of
the Law.
These provide examples of the impact of the law on business
enterprises.
By illustrating how legal issues a rise in the business

environment and how
these issues are managed, this feature helps students d evelop a
concrete
understanrung of why the law matters in a business context.
The fourth goal of the text is to recognize the importance of
legal
considerations inherent in the emergence of new technologies,
internationalization and globalization of the economy, as well
as ethical
and environmental concerns, all of which cut across traditional
legal
subjects. Based on our contextualized approach to teach ing and
learning,
these topics or unifying themes are integrated throughout the
body of the
text and through features entitled Technology and the Law,
Interna tional
Perspective, Ethic.al Considerations, Business and Legislation,
and
Environmental Perspective.
The fifth goal is to provid e a ped agogically effective
framework for the
presentation of jurucial decisions. Our special Case format
begins with
a d escription of the business context surrounrung the legal
dispute in
q uestion, followed by a concise statement of the relevant fac ts
that led
to the legal conflict. Next, a statement of the legal issues is p
rovided as
a summary of how the court resolved the conflict. The feature
conclud es
with several questions that stud ents are asked to consider in
order

to deepen their understanding of the case under stud y. This
feature
focuses on context and relevance. Jurucial rulings are
summarized and
supplemented with brief excerpts of judicial language.
The Landmark Case and Business and Legislation features
provide an
a ccount of pivotal case law and historical legislative initia
tives, which can
be essential to grasping contemporary law.
Finally, an Ethical Considerations feature assists the student in
assessing the
sometimes uncomfortable compromis es that the law forges
between competing
interests. As d emonstrated in the chart on the inside front
cover, the textbook
organizes coverage of the international, environmental, ethics,
and technology
themes because of their importance to the mod ern business
world . We have
increased both the d epth and the bread th of these four themes
according to
strands, or markers, to illustrate the range of topics tllat tlle text
covers. The
NEL
2
comprehensive chart is also designed to assist instructors in
creating their
lectures. At a glance, instructors can access the textbook's many
themed boxes

and locate material according to the subject they wish to
address, such as ethics
in consumer relations o r ethics in relation to employees.
What's New in This Edition
In this edition, we continue to build on the strengths of the
textbook. The con-
tent is Canadian, current, business oriented, and focused on risk
management. In
addit ion to enhancing t11e thematic approach as noted above,
we present students
with new, real-world examples of the application of the law as
well as the latest
Canadian cases and legislation.
This new edition introduces aboriginal law as a sustained topic
as well as, in
Chapter 2, aspects of Indigenous laws. There are many reasons
for these additions,
including the Final Report of the Truth and Reconciliation
Commission of Canada
(201 5); the impor tance of reconciliation through inclusivity
and curr iculum
reform; the relevance of Indigenous and aboriginal legal matters
to education in
business schools at large; and the significance of Indigenous
laws and aboriginal
law to business on a variety of fronts.
Nfl
Some of the other key additions and changes to this edition are:
New ca ses. Many new cases have been added . Examples
include: Churchill
Falls (Labrador) Corporation Ltd v Hydro-Quebec, 201 6QCCA

1229, leave to
appeal to the SCC granted, 201 7 Can LU 21420 (SCC) (Chapter
5); Rosas v
Toca, 2018 BCCA 191 (Chapter6); Downerv Pitcher, 2017
NLCA 13
(Chapter 8); Deloitte & Touche v Livent Inc (Receiver of), 2017
SCC 63
(Chapters 11 and 22); Tondat v Hudson's Bay Company, 2017
ONSC 3236,
aff'd 2018 ONCA 302 (Chapter 12); Fairview Donut Inc v TDL
Group Corp,
2012 ONSC 1252, (2012] OJ No 834, aff'd 2012 ONCA 867,
(2012] OJ
No 5775 leave to appeal refused, (2013] 2 SCR viii (note)
(2013] SCCA
No 47 (Chapter 14); Finkelstein v Ontario (Securities
Commission), (201 8)
ONCA 61, (201 8] OJ No 489 (Chapter 1 5); Midwest Properties
Ltdv
Thordarson , 2015 ONCA 819, 128 OR (3d) 81 , leave to appeal
dismissed
2016 CanLII 30455 (SCC) (Chapter 16); Me nni/lo v Intramodal
inc, 2016
SCC 51, (201 6] 2 SCR 428 (Chapter 16); Tsilhqot'in Nation v
British
Columbia, 2014 SCC 44, (2014] 2 SCR 257 (Chapter 1 7);
Diageo Canada Inc
v Heaven Hill Distilleries et al, 201 7 FC 571, (2017] FCJ No
598 (Chapter 18);
Keenan (cob Keenan Cabinetry) v Canac Kitchens, 201 6 ONCA
79, (2016] OJ
No 455 (Chapter 20); Howard v Benson Group Inc, 2016 ONCA
256, 129 OR
(3d) 677, leave to appeal refused, (2016] SCCA No 240
(Chapter 21);
Canada (Commissioner of Competition) v Thane Canada Inc

(201 8),
CT-2018-001 (Chapter 24); Re Redwater Energy Corporation,
2016 ABQB 278
(CanLI!) (Chapter 27); and Ledcor Construction Limited v
Northbridge Indemnity
Insurance Company, 2016 SCC 37, (2016] 2 SCR 23 (Chapter
28).
New legislation. We have highlighted new, amended, and
proposed
legislation relevant to business, including the regulation of dron
es
(Chapter 1); the regulation of r ide-sharing and ride-booking
enterprises
such as Uber (Chapter 1); the regulation of the sale and
marketing of
vaping products (Chapter 2); the proposed introd uction of
regulations
mandating plain and standardized packaging for tobacco
products
(Chapter 2); franchises in British Columbia (Chapter 1 4);
crowdfunding
3
regulations (Chapter 15); national securities regulation (Chapter
16); the
t ransition of accountants in Canad a to the new chartered
professional
accountant (CPA) d esignation (Chapter 22); reducing email
spam
(Chapter 2 4), and new and revised legislation governing payd
ay loans
(Chapter 26) .

New real-world examples. This new edition discusses, for
example, how
a local craft brewery resolved a trad emark ruspute with one of
the
largest craft breweries in the United States (Chapter 1);
Volkswagen's
diesel emissions scand al (Chapter 3); third party funding of
litigation
(Chapter 4); the effect on business by Canad a's Anti-Spam
Legislation
(Chapter 6); how a Telus customer responded after r eceiving a
$ 24 000
cell phone bill (Chapter 7); how a business was ad versely
affected
by online defamation (Chapter 12); an agent's authority to enter
an
agreement to share a prize (Chapter 13); responsibility for a
partner's
d ebts (Chapter 14); Bombardier and d ual-class shares (Chapter
15);
a hospital's claim of ownersh ip over its patient's excised tissue
(Chapter 1 7); ownership and regulation of water r ights
(Chapter 1 7);
cybercrime and cyber insurance (Chapter 1 8); offensive names
in sports
(Chapter 1 8); the global reach of Canadian injunctions (Chapter
18);
director, corporate, and taxpayer liability for environmentally
contaminated land (Chapter 1 9); T im Hortons and Ontario's
minimum
wage (Chapter 20); sexual harassment in the workplace (Chapter
20);
bad behaviour outside o f the workplace (Chapter 21); social
media and
just cause for dismissal (Chapter 21); aggravated and punitive d

amages
in the employment context (Chapter 21); the liability of aurutors
to
m isled creditors (Chapter 22); convictions for price fi xing and
other
anti-competitive behaviour (Cha pter 2 4); and the abandonment
of
contaminated oil wells in Western Canad a (Chapter 27).
Updated and revised real-world examples from previous
editions. Examples
include the liability fac ed by business for privacy violations
(Chapter 1); d ata
breaches at Yahoo, Ashley Madison, and Equifax (Chapter 3);
legal rufficulties
encountered by Cana.man mining companies (Chapter 3); class
action
lawsuits in the area of privacy, inclurung Facebook and Ashley
Madison
(Chapter 4); securities class actions (Chapter 15); death in the
workplace
and criminal sentencing (Chapter 16); corporate social
responsibility
(Chapter 16); class actions for unpaid overtime (Chapter 20);
cryptocurrency
such as Bitcoin and other new methods of electronic payment
(Chapter 25);
genetic testing and insurance legislation (Chapter 28); and
pollution
exclusion in commercial general liability policies (Chapter 28).
New content concerning Indigenous laws and aboriginal law.
Examples
include an account of Indigenous peoples and constitutional law
(Chapter 2); the Crown's duty to consult and accommod ate
aboriginal

peoples (Chapter 4); an explanation of aboriginal title and
important
d evelopments with respect to the use of lands that are subject
to
unresolved land claims (Chapter 17); and an examination of
section 89 of
the Indian Act (Chapter 26).
New material on negotiable instruments. The ruscussion of
negotiable
instruments has been significa ntly enhanced and expanded,
especially on
the topics of bills o f exchange, pro1nissory notes, and
defences.
NEL
4
New and updated d1apter openers (Business Law in Practice)
for Chapters
4, 11, 1 7, 20, 21, 23, and 24.
New and revised end-of-chapter material. We have added or
replaced
questions in the Questions for Review, Questions for Critical
Thinking,
and Situations for Discussion features.
Canadian Business and the Law, Seventh Edition, is offered as a
modern resource
for learning the fundam entals of business law from a business
and risk manage-
ment perspective. Rather than simply providing a summary of
the law, it presents

traditional business law topics in a manner that resonates with
commercial reality.
If you have any suggestions for improvements, additions, or
clarifications, please
let us know:
Nfl
Dorothy Du Plessis
Shannon O'Byrne
Philip King
Lorrie Adams
[email protected]
[email protected]
[email protected]
[email protected]
5
Chapter Objectives
outline the learning
goals of each chapte
The real-world application
of legal knowledge is
reinforced through the
Business Application of the
Law feature. which provides
examples that illustrate how
the law aftects a business
en terprise-such as the

issues to consider when
determining w hether to
pursue a legal conflict.
New technolog ies.
globalization. and the
environment all have
implications for many
aspects of business
law. Learn how in the
Technology and the Law.
International Perspective.
and Environmental
Perspective features.
INTEGRATED
PEDAGOGICAL SYSTEM
Basic legal principles and concepts are explained and reinforced
through extensive
pedagogy designed to help students proceed and learn the
material.
·1 KNOWLEDGE or LAW
AS A BUSINESS ASSH
QIJEC.1'11/lS
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iUSIHESSLAW IN PRACllCE

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ARBITRATION CLAUSES IN CONSUMER
CONTR.ACTS
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TECHNOLOGY AND TH£ LAW
ElECTAONIC CONTRACTING
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6
A Business Law in Practice
scenario opens each cha pt er
w ith a business situation
containing both legal and
managerial im plications. A
special section before the
Chapter Summary called
Business Law in Practice
Revisited reviews the questions
posed in the scenario with
suggested responses .
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NEL

Bigg v Boyd Gibbin$ Ltd, (1971)
2 All ER 183 (CA)
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DOSINESi AND LlOISLATION
- ACH OF PRIVACY
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ETHICAL CONSIDERATIONS
The special Case format
follows a standard analysis
for every featured case and
landmark case. beg1m1ng
with an exp ta nauon of the
BUSINESS CONTEXT th at
is at issue. Readers are
then given the FACTUAL
BACKGROUND of th e case
and presented w ith the
LEGAL QUESTIONS before
they read the court's actu al
RESOLlfTION . Each case
en ds w ith questions for
CRI flCAL ANALYSIS. Each
of these sections 1s clearly
labelled for easy reference.
The Landmark Case and
Business and Legislation
features provide accounts
ot pivotal case law and
historical legislative

initiatives.
The Ethical Considerations
feature assists the student
1n assessarq the sorret1mes
uncomfortable compromises
MAPU LODG£ fARNS. COMVICTIO N
MarJ.' I~· f.~ .. ..,~ <'-t-oi rht- brgt"tt rlr~
produ: cn b Cao~::~. wu sc:i: occO br a::i
o m i 11.>! a1.. n. i..w .. w1w1.the ~1."'1.f AH; .. .rJ.c
"''' ;, '.br· IJx:• l'-.r1r~"ih,...f in .. nr~1V"ly1.,.11~
po i te-d chlcket~ 1.1.d tnaff!' .:!it d. tr o.: ~.o~tl.r-t t~
w .J .,., . .,11l:.l:'t. A..c.t.•1<li.t1t, Lu J,,.. ...... 1.1~ l i.u J
d....l~u:;
lt.> ~Of"'eof th e d~ath~:
- -- that the law forges between
compcung interests.
Nll
f,,l'.'I. ;r ,•ao,;, 1.0.:.co;<: I l un :. i.cv< ~.cine !;l<':f.!.
~ P'OtiC.t t'l~ o r.j.t ·icm :ne ~.:me~ts ett O• P·
1•Q ,, . ... , ,.was suna:n:i .~ t '!te time :he-» •.01.EO
to u~e 11u sonao.£o nei::s t? 1e.o'.1:: !C•"'1e c~:e•
CHAPTER STUDY
Key Terms and Concepts
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l<I. 1•1.1 t l:1 b f ll ·· t.:l:1i.q~ .llj:iil <lu:f/
7
End-of-chapter materials
in clude Key Terms and
Concepts w ith page
references. Que.stions
fo r Review. Questions
for C r it ical Thi nking. and
Sit uations fo r Discussio n.
Q uest ion s fo r Review will
help students to check
their und erstanding o f
ch apter topics. Questions
for Cr itical Thinking and
Situations for Discu ssion
w ill let them apply the
concepts th ey have learned
to oth er business situations .
Instructor Resources

The Nelson Ed ucation Teaching Advantage (NETA) program d
elivers research-
based instructor resources that promote student engagement and
higher-ord er
thinking to enable the success of Canadian stud ents and ed
ucators. Visit Nelson
Ed ucation's Inspired Instruction website at
nelson.com/inspired/ to find out more
about NETA.
The following instructor resources have been created fo r
Canadian Business and
the Law, Seventh Edition. Access these ultimate tools for
customizing lectures and
presentations at nelson.com/ instructor.
NETA Test Bank
This resource was written by Lorrie Adams, M acEwan
University. It includ es
more than 1,200 multiple-choice questions written a ccording to
NETA guide-
lines for effective construction and development of hi gher -
order questions. Also
included are an average of 20 true/ false questions and 10 short
answer questions
in each chapter.
The NETA Test Bank is avaHable in a new, cloud -based platfor
m. Nelson
Testing Powered by Cognero® is a secure online testing system
that allows
instructors to author, edit, and manage test bank content from
anywhere
Internet access is available. No special installa tions or d
ownloads a re needed,
and the desktop-inspired interfac e- with its d rop-d own menus

and fa miliar,
intuitive tools- allows instructors to create and manage tests
with ease. Multiple
test versions can be created in an instant, and content can be
imported into or
exported from other systems. Tests can be d elivered from a
learning management
system, the classroom, or where ver an instructor chooses.
Testing Powered by
Cognero for Canadian Business and the Law, Seventh Edition,
can be accessed
through nelson.com/instructor.
NETA PowerPoint
Microsoft• PowerPoint• lecture slid es present an average of 30
slides per chapter,
many fea turing key figures, tables, and photographs from
Canadian Business and
the Law. Extensive additional content- such as teaching
suggestions, discussion
questions, activities, and references- is provided in the "Notes"
section o f slid es
to help instructors encourage stud ent engagement. (Versions of
these PPTs with
the notes removed are available for stud ents.) NETA prin ciples
of clear d esign
and engaging content have been incorporated throughout,
making it simple for
instructors to customize the deck for their courses.
Image Library
This resource consists of digital copies of figures, short tables,
and photographs
used in the book. Instructors may use these jpegs to customize
the NETA Power-
Point or create their own PowerPoint presentations.

Videos
Instructors can enhance the classroom experience with the
exciting and relevant
vid eos provided online. These vid eos have been selected to a
ccompany Canadian
Business and the Law. Also incorporated into MindTap, they
include video ques-
tions for students.
NEL
8
NETA Instructor Guide
This resource was written by the authors of the text. It is
organized according to
the textbook chapters and addresses key educational concerns,
such as typical
stumbling blocks students face and how to address them. Other
features in dude
videos, teaching objectives, teaching strategies, student
activities, and detailed
explanations of features in the text (such as boxes and photos).
M indTap
Offering personalized paths of dynamic assignments and
applications, MindTap
is a digital learning solution that turns cookie-cutter into
cutting-edge, apathy
into engagement, and memorizers into h igher-level thinkers.
MindTap enables
stud ents to analyze and apply chapter concepts within relevant
assignments and
quizzes written by George Allen, Red River College, and allows

instructors to
measure skills and promote better outcomes with ease. A fully
online learning
solution, MindTap combines all student learning tools-
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seamlessly intro-
ducing their own content into the Learning Path.
Student Ancillaries
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ReadSpeaker will read the text to you.
Flashcards are pre-populated to provide you with a jump start
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Your notes
will flow into Evernote, the electronic notebook app that you
can access
anywhere when it's time to study for the exam.
Self-quizzing allows you to assess your understanding.
Visit nelson.com/student to start using MindTap. Enter the

Online Access
Cod e from the card included with your text. !fa code card is not
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Nfl
9
,~ 1# MINDTAP ·-
Nfl
CHAPTER
Knowledge of Law
as a Business Asset
CHAPTER
The Canadian
Legal System
CHAPrER
Managing Legal Risks
CHAPTER
Dispute Resolution
THIS TEXT DEALS with the importance of the law to
business and, in Parts Two to Nine, it presents funda-
mental legal principles in their relevant business con-
texts. The text contends that those engaged in business
need to manage the legal environment as much as any
other aspect of their business. Part One provides the
basis for that management by introducing the founda-

tions of business law and the concept of legal risk man-
agement. It emphasizes the importance of knowing the
law, complying with the law, avoiding unexpected le gal
problems, and regarding law not as an obstacle but as a
means of fa cilitating commercial activity and competi-
tive advantage.
10
I--
er:::
<{
Q_
OBJECTIVES
After studying this chapter.
you should have an under-
standing of
• the role of law in guiding
conduct
• the importance of legal
knowledge in the business
environment
• the challenges posed
by business ethics and
their relation ship to leg al
requirements
BUSINESS LAW IN PRACTICE
Lionel Garfield, who grew up on a large farm in Ontario,

decided to
go into the chicken processing business for himself. When a
local
Ontario poultry producer announced his retirement, Lionel
jumped
at the opportunity to purchase the business- including buildings
and equipment. Lionel looked forward to a prosperous future.
First on his list of things to do was to rebrand the operation
with
the hope of increasing sales over what the vendor had managed
to
achieve. The previous owner had been winding his business
down
over the last number of years and barely had a presence in the
indus-
try anymore. Lionel thought it best to start fresh with a new
name.
Having an unusual sense of humour and wishing to come up w
ith
something unique, Lionel decided to carry on business under the
name of "Chelsea Chickens." Because he was most emphatically
not
a fan of the English football tean1 called Chelsea, Lionel
thought
that calling his business the "Chelsea Chickens" was therefore
clever
and funny, and gave him a distinctive business name to boot.
Lionel
then began to advertise in the industry under the name "Chelsea
Chickens" and erected a large s ign outside his poultry farm
with big,
bold letters stating "Home of the Famous Chelsea Chickens." He
also
built a website featuring this business name as well as ordered
letter-

head and related office supplies with the name "Chelsea
Chickens"
being prominently displayed throughout.
The success of Lionel's business was slow but sure. He received
an
increasing number of orders for broiler (male meat) chickens
because
of his growing reputation for quality and reliability. And then,
sud-
denly, everything seemed to go downhill:
a lawyer for a chicken processing corporation in northern
Canada, Chelsee Eggs and Poultry Ltd, has demanded that
Lionel stop doing business under the name of "Chelsea
Chickens" because it is misleading customers into thinking
that Chelsea Chickens is somehow associated with Chelsee
Eggs and Poultry Ltd. This includes re-doing his website
as well as removing his large and expensive "Home of the
Famous Chelsea Chickens" sign. Lionel is aghast since he had
no intention of confusing anyone. He simply wanted a catchy
business name that had a humorous story belllnd it.
a client of Lionel's business is angry because Lionel,
uncharacteristically, has failed to deliver an order of processed
chicken. Though this was a breach of contract, Lionel has
NEL
11
concluded that the d eficiency was not his fault. He had done
everything
possible to d eliver but an unavoidable mechanical breakdown
in his

prod uction facility meant that a few orders could not be
processed on time.
a potential customer was touring Lionel's production facili ty
when she
slipped and fell on the freshly mopped floor in the holding barn.
The
customer suffered a serious concussion and will be off work for
at least
half a year.
about 1 00 chickens froze to d eath when Lionel transported
them on a
flatbed trailer from the holding barn to a farm customer about
two hours
away in ver y cold conditions. Lionel has been charged under
the Health of
Animals Act' for causing undue suffering to birds.
Given these mounting problems, Lionel does not know which
way to turn.
1. How d oes the law affect Llonel's business?
2. What are the purposes of the laws that affect Lionel's
business?
3. What has gone wrong with Lionel's business and why?
Law in the Business Environment
The law impacts virtually every aspect of society, in duding the
business environ-
ment. It affects most business d ecisions- from development of
the basic business
idea through to its implementation, and all the attendant matters
in between,

including financing, hiring, production, marketing, and sales.
As Lionel starts
his business, for example, he will be involved in a number of
transactions and
events with significant legal implications. For instance, to
advance hi s chicken
processing business, Lionel has to d ecide whether to form a
corporation, operate
as a sole proprietor, or find partners. He also has financ ing d
ecisions to make:
should he borrow money, use his own funds, or perhaps sell
shares in his venture?
While his operation is starting out small, he may ultimately
have to hire many
employees. Lionel also has to market his business in order to
build and maintain
a customer base. All of these d ecisions have legal aspects,
whether Lionel recog-
nizes that or not.
By understanding the role of law in the multitude of business
decisions that
people like Lionel must make, an entreprene ur can maximize the
protection that
the law extends while avoiding its pitfalls. Put another way,
knowledge of the law
is a business asset that can assist owners and managers in
reaching their goals
and objectives. This is because business law:
defines general rules of commerce.
protects business ideas and more tangible forms of property.
provid es mechanisms that permit businesspeople to select their
desired

degree of participation and exposure to risk in busine.ss
ventures.
seeks to ensure that losses are borne by those who are
responsible for them.
facilitates planning by ensuring compliance with commitments.
Of course, a businessperson can function w ith little or no
understanding
of tl1e law. This lack of knowled ge, however, may resul t in
failure to maximize
1 SC 1990, c 21 . ro1 mo1e disOJssiOn abOtJ l tegis.)tiOo,
sat'.! (:tl<lpt~r 2
Nfl
12
Business law
A sd o• establ1sl1ed rules
governing commercial
relationships. including
~he enforcement of
ngl1lS
Trademark
A word symbol. design.
or any comb1na:1on of
these used to d1st1ngu1sh
a person's products or
services from those of

others
opportunities or j n losing out on them altogether. For example,
a business that
neglects to protect its intellectual property may have its ideas
taken with impunity
by a competitor; a business that ignores employment and human
rights laws may
be force d to reverse human resource decisions or pay
compensation to wronged
employees; and a business that fails to explore djfferent modes
of carrying out
busjness may suffer unnecessary losses. Perhaps even more
seriously, legal igno-
rance or intentional d efiance of the law may result in the
business or its owner
being subjected to regulatory and judicial sanctions, including
being fined, forced
to pay penalties, or closed down altogether.
INTERNATIONAL PERSPECTIVE
CANADIAN CRAFT BREWERY CHANGES
NAME IN LIGHT OF POSSIBLE
TRADEMARK INFRINGEMENT
In July of 201 6, a New Brunswick corporation
opened a craft brewery in Fredericton called Gray
Stone Brewing. Wes Ward is a director of that cor-
poration. About a week after the opening, Ward
received a phone call from Greg Koch, CEO of
Stone Brewing Co. wrud1 is based in San Diego and
ranked as one of the largest craft breweries in the
United States. Korn advised Ward that the name
and logo of Gray Stone Brewery infringed on Stone
The Gmy Stone Brewery in Fredericton, NB

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