What Corner Brook (City) v. Bailey Means for Ontario Businesses

When parties settle disputes, releases are used to bring finality. But how far does a release go? Can it bar claims that weren’t specifically contemplated? The Supreme Court of Canada’s decision in Corner Brook (City) v. Bailey, 2021 SCC 29, offers important guidance for anyone drafting or relying on releases in Ontario and across Canada1. Overview of the Case In 2009, Mary Bailey struck a City of Corner Brook employee with her husband’s car. Bailey and her husband sued the City for property damage and personal injury. The parties settled in 2011, and Bailey signed a broad release discharging the City from liability relating to the accident. Years later, Bailey brought a third-party claim against the City for contribution or indemnity in a separate action brought by the injured employee. The City argued that the release barred Bailey’s third-party claim. The lower court agreed, but the Newfoundland and Labrador Court of Appeal reversed that decision. The Supreme Court of Canada ultimately reinstated the lower court’s decision, holding that the release did indeed bar Bailey’s claim. Key Legal Principles from the Supreme Court 1. No special rule for releasesThe Supreme Court confirmed that releases are contracts and should be interpreted using the same general principles as any other contract. The so-called “Blackmore Rule,” which limited releases to matters specifically in the contemplation of the parties, has been overtaken by modern contract law principles. Releases are not subject to any special interpretive rule. 2. The Sattva Approach AppliesThe Court reaffirmed the approach from Sattva Capital Corp. v. Creston Moly Corp.: contracts, including releases, must be read as a whole, giving words their ordinary meaning in the context of the circumstances known to both parties at the time. The focus is on objective knowledge and intention, not subjective belief1. 3. Broad Releases Can Cover Unknown ClaimsA release can bar claims that are unknown at the time of signing, as long as the language is sufficiently clear. The broader the wording, the more important it is to ensure the context matches the parties’ objective intentions. Parties can agree to release even claims they could not have anticipated, provided the wording supports that intention1. 4. Drafting Guidance for Ontario BusinessesThe decision highlights the importance of careful drafting: Implications for Ontario Businesses and Individuals For Ontario businesses, startups, and individuals—especially those settling disputes or entering into business transactions—this decision underscores the need for precise, thoughtful drafting of releases. Overly broad releases may bar future claims, even those not specifically contemplated, while narrowly tailored releases reduce the risk of unintended consequences1. If you are negotiating a settlement or drafting a release, it is crucial to: Conclusion The Supreme Court’s decision in Corner Brook (City) v. Bailey modernizes and clarifies the law on releases in Canada. At Ahlawat Law PC, we help clients navigate the complexities of contract drafting and dispute resolution, ensuring that your agreements reflect your intentions and protect your interests for the long term. This post is for informational purposes only and does not constitute legal advice. The information provided may not reflect the most current legal developments. For advice regarding your specific situation, please consult a qualified lawyer licensed to practise in Ontario Read the decision here: Corner Brook (City) v. Bailey, 2021 SCC 29 (CanLII), [2021] 2 SCR 540, <https://canlii.ca/t/jh43g>, retrieved on 2025-06-26

A simple guide to International contracts for Canadian startups

Starting a business in Canada is tough. Landing your first international client feels like a huge win. But that excitement can vanish fast if the contract you sign creates more problems than it solves. Let’s start with a real-world story about a client of ours. It’s a perfect example of what can go wrong. The Three-Country ‘Mix-Up‘ of a StartUp An Ontario tech startup, let’s call them “TechCo,” was thrilled to sign a deal with a big German client. Here was the setup: To keep things “simple,” the contract said the German client should pay the Indian company directly. But the contract was missing some very important details. It didn’t say which country’s courts would handle disputes, and it was silent on taxes. When a disagreement popped up, TechCo was in a world of trouble: This story shows why getting the contract right is so important. Here’s what you need to watch out for. 1. Decide Who Has “Home Field Advantage” (Jurisdiction) Every cross-border contract needs two crucial clauses right at the start: Governing Law and Jurisdiction. Why it matters: If you don’t set these rules in the contract, you could spend a fortune just figuring out where to even start a legal fight. 2. Protect Your Big Ideas (Intellectual Property) For most startups, your ideas and inventions are your most valuable assets. Your contract must protect them. Why it matters: Without clear IP protection, a foreign partner or competitor could legally copy your idea and sell it in their market, and you wouldn’t be able to do a thing about it. 3. Be Careful with People’s Information (Data Privacy) If you handle any personal information from customers or clients, you have to follow privacy laws. This gets tricky with international deals. Why it matters: A data breach on an international project can get you in trouble with the law in more than one country, costing you a lot of money and ruining your reputation. 4. Have a Plan for Disagreements (Dispute Resolution) Even with a great contract, you might still have disagreements. Instead of going straight to a long and expensive court battle, plan for a better way. Why it matters: A simple dispute resolution plan can save your business relationship and prevent a disagreement from turning into a costly legal war. 5. Get the Money Details Right (Payments and Taxes) Fuzzy details about money can sink your company. This area is full of traps, especially when dealing with the Canada Revenue Agency (CRA). Here’s how to protect yourself: The Bottom Line Doing business internationally is a fantastic way for a Canadian startup to grow. But it comes with risks. A clear, simple, and smart contract is your best line of defense. Before you sign any international deal, it’s wise to get advice from a legal expert who understands these challenges. At Ahlawat Law PC, we help Canadian startups like yours navigate the world of cross-border business safely. Don’t risk your hard work. Let’s talk before you sign.

Who Qualifies to Seek Asylum in Canada?

Introduction Canada’s refugee protection system offers protection to individuals who have a well-founded fear of persecution or are at risk of torture, risk to life, or risk of cruel and unusual treatment or punishment if returned to their country of nationality or habitual residence. Recent legislative amendments, including the Strong Borders Act (Bill C-2, 2025), have introduced significant changes to the eligibility and process for making a claim for refugee protection in Canada. Eligibility to Make a Refugee Claim Pursuant to the Immigration and Refugee Protection Act (IRPA), a person may seek refugee protection in Canada if they are: A claim for refugee protection may be made at a port of entry upon arrival in Canada or at an inland Immigration, Refugees and Citizenship Canada (IRCC) office. Ineligibility to Make a Refugee Claim Under section 101 of IRPA, a claim for refugee protection is ineligible to be referred to the Immigration and Refugee Board (IRB) if: Application Process 1. Making a Claim A claim for refugee protection may be made at a port of entry or, if already in Canada, through the IRCC online portal. 2. Eligibility Interview A Canada Border Services Agency (CBSA) or IRCC officer will conduct an eligibility interview to determine if the claim is eligible for referral to the IRB’s Refugee Protection Division. 3. Basis of Claim Form If the claim is eligible, the claimant must complete and submit a Basis of Claim (BOC) Form, providing detailed reasons for seeking protection. 4. Hearing The IRB will schedule a hearing where the claimant may present evidence and testimony in support of their claim. 5. Decision The IRB will render a decision to either grant or refuse refugee protection. If protection is granted, the claimant may apply for permanent residence as a protected person. Legislative Changes: Strong Borders Act (Bill C-2, 2025) The Strong Borders Act has introduced amendments to the IRPA, including: Claimants are advised to review the most recent legislative and regulatory updates or consult legal counsel to ensure compliance with all current requirements. Contact Ahlawat Law PC If you require legal advice or representation regarding a refugee claim or have questions about your eligibility under the current law, please contact Ahlawat Law PC for a confidential consultation. Disclaimer This post is for informational purposes only and does not constitute legal advice. For advice regarding your specific circumstances, please consult a qualified Canadian immigration lawyer. References: Government of Canada – Strong Borders Act (Bill C-2) Summary Immigration and Refugee Protection Act, S.C. 2001, c. 27 Immigration, Refugees and Citizenship Canada – Refugee claims in Canada: Who can apply Immigration and Refugee Board of Canada – Making a claim for refugee protection

Federal Court overturns IRCC refusal for failing to properly assess Substituted Evaluation in Start-up Visa application

On June 6, 2025, the Federal Court rendered a significant decision in Helmzadeh v. Canada (Minister of Citizenship and Immigration), 2025 FC 1023, granting judicial review of a visa officer’s refusal to substitute an applicant’s language test results in the context of a Start-up Business Class permanent residence application. This judgment provides important guidance on the exercise of discretion under s. 98.10 of the Immigration and Refugee Protection Regulations, SOR/2002-227 (“IRPR”), and the standard of reasonableness in administrative decisions. Background The principal applicant, Dr. Zohreh Helmzadeh, a former physician from Iran, applied for permanent residence under the Start-up Business Class, intending to establish a healthcare technology company in Vancouver. Although already residing in Canada on a work permit, Dr. Helmzadeh’s application was denied after her International English Language Testing System (IELTS) scores fell short of the required Canadian Language Benchmark (CLB) 5 in all four skill areas, as mandated by IRPR, s. 98.01(2)(b). Specifically, she scored 4.5 in Listening, with passing scores in the other areas. After this refusal, Dr. Helmzadeh sought a substituted evaluation under s. 98.10(1) of the IRPR, arguing her professional background and the impact of COVID-19 on her ability to retest justified such discretion. The officer denied this request, prompting the application for judicial review1. Legal Framework Issues Before the Court The Court considered two main issues: The Court’s Analysis and Findings 1. Mootness The Minister argued that, since the commitment certificate had expired before the application was filed, the applicant was ineligible for a substituted evaluation. The Court held there remained a live controversy, particularly as pandemic-era policies (e.g., OB 669) might have affected the assessment of expired commitments. Importantly, the officer’s reasons did not reference the expired certificate, and the Court could not supplement the decision with post hoc rationales1. “If the expiry of the Commitment Certificate were an underlying reason for the rejection … it was for the Officer, rather than the Respondent now, to provide this justification. Reasonableness review starts with the reasons themselves…” (Helmzadeh, at para 21)1. 2. Reasonableness of the Officer’s Decision Applying the Vavilov reasonableness standard, the Court found the officer’s decision deficient. The officer focused solely on the applicant’s failure to meet the language benchmark, without considering whether, in light of her overall profile (including medical expertise and entrepreneurial background), the language requirement was a sufficient indicator of her ability to become economically established in Canada. The Court emphasized that s. 98.10(1) IRPR requires a holistic assessment—not merely a reconsideration of language scores. The officer’s reasons did not demonstrate such an analysis, nor did they address the applicant’s submissions regarding her professional experience. “What is to be potentially substituted is not merely the replacement of the evaluation of the language test results … but rather an overall evaluation of an applicant’s ability to become economically established in Canada. There is no indication in the Decision that this was considered…” (Helmzadeh, at para 27)1. The Court also reiterated that administrative decision-makers cannot have their reasons supplemented by arguments raised after the fact by the Minister on judicial review (Alexion Pharmaceuticals Inc v Canada (Attorney General), 2021 FCA 157; Vavilov, at para 97)1. Disposition The Federal Court allowed the application for judicial review, set aside the officer’s decision, and remitted the matter for redetermination by a different officer. No question of general importance was certified1. Practical Implications Conclusion Helmzadeh reinforces the importance of reasoned decision-making in Canadian immigration law, particularly where officers exercise discretionary powers. Applicants for the Start-up Visa Program who seek substituted evaluations must be afforded a meaningful analysis of their overall ability to become economically established, not just a mechanical application of language test results. For more information or assistance with Start-up Visa applications and judicial reviews, contact Ahlawat Law Professional Corporation. References: 1 Helmzadeh v. Canada (Minister of Citizenship and Immigration), 2025 FC 1023 (Federal Court Judgment and Reasons, June 6, 2025).2 Canada (Minister of Citizenship and Immigration) v Vavilov, 2019 SCC 65.

Should You Hire an Immigration Lawyer for a Canadian Visitor Visa?

Key Evaluation Criteria and Legal Guidance for 2025 Visitor Visa refusals are at record highs If you are applying for a Canadian visitor visa in 2025, you need to be aware that refusal rates have reached unprecedented levels. Recent government data shows that in 2024, Immigration, Refugees and Citizenship Canada (IRCC) refused 1.95 million visitor visa applications, representing a refusal rate of 54%—up from 40% the previous year. For some countries, refusal rates now exceed 61%, a direct result of stricter border security measures and enhanced scrutiny by Canadian authorities.[i] Why even “Simple” cases now require careful assessment What may seem like a straightforward case can quickly become complicated under current IRCC practices. Officers are trained to scrutinize every detail, and any inconsistency, incomplete documentation, or perceived lack of ties to your home country can lead to a refusal. Even minor errors or omissions can result in a finding of misrepresentation, which carries severe penalties including a five-year ban from entering Canada.[ii] Evaluation Criteria: When to consult a licensed immigration  lawyer or consultant You should strongly consider consulting a licensed immigration lawyer or Regulated Canadian Immigration Consultant (RCIC) if: The risks of using unlicensed agents or travel agencies Canadian law requires that anyone providing immigration advice or representation for a fee must be either a lawyer in good standing with a Canadian law society or a licensed RCIC, regulated by the College of Immigration and Citizenship Consultants (CICC). Using an unlicensed agent or a travel agency, whether in Canada or abroad, can have serious consequences: How to Verify a Licensed Immigration Professional You can verify the status of an RCIC or lawyer by visiting the CICC website or the relevant law society’s public directory. What to do if you suspect past misrepresentation If you believe an unlicensed agent or travel agency may have submitted your application using false, incomplete, or forged documents, you should immediately consult a licensed immigration lawyer. Early legal advice can help you assess your situation, take corrective action, and protect your future immigration prospects. Key Takeaways For tailored legal advice or to review your case, contact our firm to speak with a licensed Canadian immigration lawyer. Sources: [i] https://immigrationnewscanada.ca/canada-refuses-study-work-visitor-visas/ [ii] https://www.cicnews.com/2025/03/visitor-visa-refusals-for-canada-are-on-the-rise-heres-how-you-can-avoid-them-0352304.html#gs.n7w1sg

Canada Small Business Finance Loan

Protecting your Small Business from CSBF Loan fraud and legal pitfalls

Introduction Background: The CSBFL Loan and the Fraud In this case, Rejuv Medical and its director secured a $350,000 CSBFL loan, along with other credit facilities, by claiming the funds would be used to buy medical equipment for their clinic. However, the business never purchased the equipment, and the supporting invoice was fabricated. The funds were diverted to unrelated accounts, and no legitimate business activity took place. Why This Matters for Small Businesses 1. Transparency Is Critical When applying for a CSBFL loan, your business must use the funds for the stated, eligible purposes and provide accurate documentation. False statements or fabricated documents, even if intended to “help” the application – constitute fraud and can have severe legal and financial consequences. 2. Consequences of Fraudulent Misrepresentation The court found that the defendants’ actions were organized fraud, exploiting a government program designed to help small businesses.  The result: a judgment for the full amount owed, plus significant punitive damages and costs. The court awarded: This sends a clear message: courts will not tolerate abuse of CSBFL loans or similar programs. 3. CSBFL Loans Are Not a Shield Against Liability If a loan is obtained through fraud, the debt may not be discharged in bankruptcy. The court declared the debt arose from fraudulent misrepresentation, meaning it could survive bankruptcy proceedings under section 178 of the Bankruptcy and Insolvency Act. 4. Legal Remedies Go Beyond Repayment The court granted additional remedies to help the lender recover funds, including tracing orders and constructive trusts. This means that if misappropriated funds can be identified in other accounts or assets, the lender can claim them – even if they have changed hands1. What Small Businesses Should Do Conclusion The Bank of Montreal v. 1886758 Ontario Inc. case is a powerful reminder that integrity and transparency are essential when dealing with government-backed small business loans. Fraudulent conduct can lead to devastating financial and legal consequences, including personal liability for directors and the loss of bankruptcy protection for the debt. Small businesses should view the CSBFL program as a valuable resource – one that must be respected and used responsibly. If you have questions about CSBFL loans, compliance, or best practices, our law firm can assist and guide your business through the process. Attention: This article is for informational purposes only and does not constitute legal advice _______________________________________________ 1.Bank of Montreal v. 1886758 Ontario Inc., 2022 ONSC 4642 (CanLII), <https://canlii.ca/t/jrbsw>, retrieved on 2025-06-18 2.Bankruptcy and Insolvency Act, RSC 1985, c B-3, <https://canlii.ca/t/56fbr> retrieved on 2025-06-18

An overview of the “Strong Borders Act” (Bill C-2)  related to upcoming changes to  Immigration and Refugee System

By Ahlawat Law PC On June 3, 2025, Bill C-2, known as the “Strong Borders Act,” was introduced in the House of Commons, proposing substantial amendments across various Canadian statutes. This legislative initiative aims to fortify Canada’s border security and introduce an array of related measures. For those navigating Canada’s immigration and refugee landscape, several key changes are particularly noteworthy. Information Sharing Enhancements (Part 6) Part 6 of the “Strong Borders Act” introduces new provisions regarding the sharing of personal information within the Department of Citizenship and Immigration and with other governmental entities. The Minister of Citizenship and Immigration would be empowered to disclose personal information under the Department’s control for purposes related to the administration or enforcement of federal or provincial laws, or in the exercise of their duties under statutory or other lawful authority. Such disclosures would typically occur under a written agreement or arrangement specifying the information to be shared, the purpose of disclosure, and any limitations on its subsequent use or transfer. A crucial safeguard is also introduced: provincial governments and Crown corporations receiving personal information under these provisions would be prohibited from disclosing it to foreign entities unless the Minister provides written consent and the disclosure aligns with Canada’s international obligations concerning mistreatment. Furthermore, the Bill explicitly allows for regulations governing the disclosure of information collected under the Immigration and Refugee Protection Act to other federal departments and agencies for cooperative purposes. Reforms to the In-Canada Asylum System (Part 7) Part 7 of the Bill introduces significant changes to the Immigration and Refugee Protection Act, particularly impacting the in-Canada asylum system. Measures Regarding Applications and Documents (Part 8) Part 8 grants broad powers to the Governor in Council concerning immigration applications and documents, driven by public interest considerations. New Grounds for Ineligibility (Part 9) Part 9 introduces new criteria for ineligibility for refugee protection claims. Conclusion The “Strong Borders Act” proposes a comprehensive set of legislative changes that will significantly impact Canada’s immigration and refugee system. Understanding these amendments is crucial for individuals, families, and organizations involved in immigration and refugee processes. As this Bill progresses through Parliament, it will be essential to monitor its development and eventual coming into force dates to understand the full scope of its implications. Disclaimer: This blog post provides a general overview of the proposed changes in the “Strong Borders Act” (Bill C-2) based on the provided document. It is not intended as legal advice, and its content should not be relied upon as such. For specific legal guidance regarding your individual circumstances, please consult with a qualified legal professional.

Understanding and applying to reopen abandoned refugee claims in Canada

For individuals seeking protection in Canada, having a refugee claim declared “abandoned” represents a serious setback with significant consequences. This post provides accurate information about what constitutes an abandoned claim and the process for potentially reopening such claims. What Constitutes an Abandoned Refugee Claim? Under section 168(1) of the Immigration and Refugee Protection Act (IRPA), the Refugee Protection Division (RPD) may determine that a proceeding has been abandoned if the claimant is “in default in the proceedings.” A claim may be declared abandoned for several reasons: When a claimant misses a deadline or hearing, the RPD schedules a special hearing on abandonment, typically within five working days after the missed obligation. At this hearing, the claimant has an opportunity to explain why their claim should not be declared abandoned. Consequences of an Abandoned Claim If the RPD declares a claim abandoned, the consequences are severe: Special Hearings on Abandonment When a claimant fails to meet procedural requirements, the RPD must give them an opportunity to explain why their claim should not be declared abandoned: Factors Considered in Abandonment Decisions In deciding whether to declare a claim abandoned, the RPD must consider: The central test is whether the claimant’s conduct amounts to an expression of intention that they do not wish to pursue their claim with diligence. Medical Explanations If a claimant’s explanation includes medical reasons, they must provide a legible, recently dated medical certificate signed by a qualified medical practitioner that includes: If unable to provide a medical certificate, the claimant must explain: Reopening an Abandoned Claim Rule 62 of the RPD Rules provides a mechanism to potentially reopen an abandoned claim: Application Process To apply for reopening: The application should be made without delay, as timeliness is a factor the RPD will consider. Given the complexity of reopening applications and the high stakes involved, seeking qualified legal representation is strongly recommended for claimants facing this situation. References 1 Refugee Protection Division Rules, SOR/2012-256.2. Immigration, Refugees and Citizenship Canada, “Guide 0174 – Application Guide for Inland Refugee Claims Portal” (14 February 2024).3.Refugee Protection Division Rules, SOR/2012-256, r 62. Disclaimer: This blog post provides general information and does not constitute legal advice. It is intended for informational purposes only. The information contained herein is not a substitute for professional legal advice from a licensed lawyer. Every refugee claim is unique, and the outcome depends on individual facts and legal circumstances. Do not act or rely on the information provided in this blog post without seeking the advice of a qualified legal professional. Contacting Ahlawat Law Professional Corporation through this blog post does not create a solicitor-client relationship. Past results are not indicative of future results, and the outcome will vary according to the facts of individual cases

Autonomous AI and the Law, Canada’s New Frontier

The rapid advancement of Artificial Intelligence, particularly the development of Agentic AI systems capable of independent decision-making and autonomous action, presents a profound challenge to established legal frameworks governing privacy and cybersecurity. For businesses, legal professionals, and policymakers in Canada, understanding and responding to these evolving complexities is a critical imperative. The integration of advanced AI with the landscape of cyber threats introduces several key legal considerations: In conclusion, the advent of Agentic AI demands a proactive and comprehensive legal response in Canada. It necessitates critical dialogue among legal professionals, industry stakeholders, and policymakers to develop robust, adaptive legal frameworks that ensure accountability, safeguard privacy rights, and foster a secure digital environment in the face of evolving AI capabilities.

Charting your course to Canadian Citizenship: An Ahlawat Law PC guide

Becoming a Canadian citizen is a significant aspiration for many permanent residents, marking the final step in their journey to make Canada their permanent home. This esteemed status grants a host of rights and privileges, including the right to vote, hold a Canadian passport, and enjoy the security of full citizenship. At Ahlawat LAW PC, we are committed to providing clear and accurate information to help you navigate this important process. This guide draws directly from official Government of Canada sources to outline the steps and requirements for obtaining Canadian citizenship. Are You Eligible? Key Criteria from IRCC Before you begin your application, it’s essential to meet the eligibility criteria set out by Immigration, Refugees and Citizenship Canada (IRCC). As per the official guidelines: Your Pathway to Citizenship: The Application Process The application process for Canadian citizenship involves several key steps, as outlined by IRCC: After You Apply: What to Expect Once IRCC receives your complete application: Processing Times According to the IRCC website, the general processing time for a routine citizenship application is approximately 10 months from the time a complete application is received. However, processing times can vary depending on factors such as the volume of applications, the complexity of your case, how easily IRCC can verify your information, and how quickly you respond to any requests from IRCC. You can check current processing times on the IRCC website. Why Choose Ahlawat LAW PC? Navigating the Canadian citizenship process can be intricate. While this guide provides an overview based on official information, individual circumstances can vary. Ahlawat LAW PC offers professional legal services to help you understand your eligibility, prepare a thorough and accurate application, and address any complexities that may arise. Disclaimer: This blog post is for informational purposes only and does not constitute legal advice. Immigration laws and procedures are subject to change. Please consult the official Immigration, Refugees and Citizenship Canada (IRCC) website or contact Ahlawat Law PC for advice tailored to your specific situation.