Franchise Law in Canada, 2nd Edition

National in scope, this treatise offers an in-depth exploration of the statutory and regulatory environment that is outside of and surrounds the franchise contract.

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Product description

• Covers the history of franchise law, the aims and purpose of franchise legislation, essential components of the acts, and the relationship between common law and franchise law
• Examines the franchise relationship by exploring the definition of “franchise,” key differences between the provincial regimes, the broad scope of “franchise agreements,” the parties to a franchise relationship, and exempt relationships and arrangements
• Discusses the extensive and onerous pre-contractual disclosure obligations, and in particular the question: what are “all material facts” that must be disclosed, and how are franchisors to decide?
• Reviews the statutory duty of fair dealing and considers the extent to which the common law duty of good faith, which is expressly included in the statutory duty of fair dealing, is different or potentially broader – an ongoing subject of debate
• Considers the franchisee’s right of association and the right of action for breaches, in light of the little judicial discussion and analysis about what the scope and content of the right is to date
• Explores the franchisee’s broad statutory rights and remedies
• Canvasses some contract interpretation issues in the area of entire agreement clauses and restrictive covenants as well as how courts have approached injunctions in the franchise context

What’s New In This Edition

• Updated caw law and legislation since the 1st edition published in 2019
• Updated decisions and content considering the debate surrounding the interpretation and application of Raibex Canada Ltd v. ASWR Franchising Corp, 2018 ONCA 62
• Discussion of new legal developments defining the parties to the franchise agreement and the statutory duty of good faith and fair dealing
• New commentary on potential further changes and trends in the law across Canada

Who Should Read This Book
Franchise Law in Canada, 2nd Edition aims to be the go-to resource on franchise law that provides corporate/commercial, litigation and franchise lawyers, in-house counsel, students, judges, franchisors and franchisees with the comprehensive, up-to-date information they need to navigate the statutory framework.

Featured Authors

Stephanie Sugar

Stephanie Sugar, J.D., LL.M., is a partner at McCarthy Tétrault LLP, practising with the Firm’s Retail and Consumers Industry group focusing on a broad range of corporate and commercial matters, including franchise law and class actions defence. She has been counsel on cases before the Supreme Court of Canada, the Federal Court and all levels of Ontario’s Courts.

Stephanie received her JD from the University of Western Ontario in 2012, and an LLM in 2016. Her graduate work focused on the developing tension between class actions law and private law theory, and the interaction between law and policy. She maintains a particular academic interest in the developing areas of consumer protection, including the areas of franchising and class actions.

Stephanie has worked as a Sessional Lecturer at Queen’s University and Western University, teaching Class Actions and Advanced Contracts. She has spoken at conferences and written a number of articles and blogs on a variety of legal topics, and received numerous awards for her contributions to her law school community and achievements in academics.

Table of contents

Chapter 1: Introduction 
 
Chapter 2: The Evolution of Franchise Law 
2.1 A Brief History of Franchising 
2.2 Introducing Legislation Across Canada 
2.3 Aims and Purpose of Franchise Legislation 
2.4 Essential Components of the Acts 
2.5 Québec 
2.6 The Common Law Franchise Relationship 
 
Chapter 3: The Franchise Relationship 
3.1 What is a Franchise? 
3.2 Broad Scope of “Franchise Agreements” 
3.3 Parties in the Franchise Relationship 
3.4 The Nature of the Franchise Relationship 
3.5 Exempt Relationships and Arrangements 
 
Chapter 4: Disclosure Obligations 
4.1 The Purpose of Disclosure 
4.2 Pre-Contractual Disclosure 
4.3 Form and Timing of Pre-Contractual Disclosure 
4.4 Statements of Material Change 
4.5 Exemptions From Disclosure Requirements 
4.6 Ongoing Disclosure Requirements 
4.7 Fatal Flaws 
 
Chapter 5: The Duty of Fair Dealing 
5.1 What is the Duty of Fair Dealing? 
5.2 Content of the Duty 
5.3 When the Duty is Breached 
 
Chapter 6: Right of Association 
6.1 What is the Right to Associate? 
6.2 Interference with the Right 
 
Chapter 7: Rights of Action and Remedies 
7.1 Goals of Statutory Rights and Remedies 
7.2 No Waiver of Rights 
7.3 Forms of Dispute Resolution 
7.4 Statutory Rights of Rescission 
7.5 Statutory Claims For Damages 
7.6 Ensuring Fair Dealing 
 
Chapter 8: Other Elements of Franchise Contracts 
8.1 Entire Agreement Clauses 
8.2 Restrictive Covenants 
8.3 Injunctions 
8.4 Vicarious Liability 
 
Appendix: Table of Concordance of Statutory Provisions 
Table of Cases 
Index