What Should Be Included in a Unanimous Shareholders’ Agreement in Ontario?

If two or more people own a corporation together, a Unanimous Shareholders’ Agreement—often called a USA—is one of the most important documents to put in place early. A USA sets out the rules between the shareholders. It can deal with decision-making, share transfers, dispute resolution, exits, and what happens if one shareholder dies, becomes disabled, divorces, or simply wants out. For many business owners, the real question is not whether a USA is useful. It is: what should it actually include? The short answer is that there is no one-size-fits-all checklist. However, in Ontario, there are certain features that a USA should include if it is going to properly protect the business and the people involved. What Is a Unanimous Shareholders’ Agreement? A Unanimous Shareholders’ Agreement is a written agreement among all shareholders of a corporation. In Ontario, it can do more than a regular shareholders’ agreement. It can also restrict some or all of the powers that would otherwise belong to the directors. In practical terms, that means a USA can shift certain decision-making powers from the board to the shareholders themselves. For closely held corporations, family businesses, and founder-owned companies, that can be very useful. It allows the owners to agree in advance on how important decisions will be made and how difficult situations will be handled. What Must Be Included for It to Be a True USA? At a minimum, a proper USA should: If those elements are missing, the agreement may still operate as a contract between some or all shareholders, but it may not qualify as a true unanimous shareholders’ agreement. That legal distinction matters because a valid USA can affect how the corporation is managed and who has authority to make decisions. What Should Be Included in a Well-Drafted USA? Even if the minimum legal requirements are met, a basic agreement may still leave major gaps. A strong USA should usually address the following areas. 1. The Parties and the Corporation The agreement should clearly identify: This sounds simple, but accuracy matters. If ownership is not described properly, disputes can arise later over voting rights, control, and entitlements. 2. How the Business Will Be Managed A USA should explain how decisions will be made. This section often deals with: This is especially important where the shareholders want to keep direct control over major business decisions rather than leaving them entirely to the board. 3. Important Decisions That Need Special Approval Not every decision should be made by a simple majority. A good USA should list the major decisions that require: These decisions often include: This type of clause helps protect minority shareholders and reduces the risk of one group making major changes without broad agreement. 4. Rules About Selling or Transferring Shares One of the most important parts of any USA is the section on share transfers. Without clear restrictions, a shareholder may try to sell shares to an outside party, transfer shares to a spouse or family member, or otherwise change the ownership structure in a way the other owners never intended. A USA should usually address: For private corporations, transfer restrictions are often essential. 5. What Happens if a Shareholder Wants to Leave A good USA should plan for exits before there is tension. This part of the agreement may deal with: Some agreements include a shotgun clause or other buy-sell mechanism. Others set out a step-by-step process for offering shares to the remaining owners first. The right structure depends on the size of the business, the bargaining power of the shareholders, and whether all owners are active in the company. 6. How the Shares Will Be Valued A buyout clause is only useful if the agreement also explains how the shares will be priced. A USA should clearly say whether value will be determined by: Unclear valuation clauses are a common source of shareholder disputes. The more precise the agreement, the better. 7. Death, Disability, Incapacity, or Bankruptcy A USA should address what happens if a shareholder: This is one of the most important practical sections in the agreement. Without a clear plan, the remaining shareholders may find themselves in business with an estate trustee, a family member, or another unexpected party. A properly drafted USA can set out whether the shares must be sold, who can buy them, and how payment will be made. 8. Divorce and Family Law Issues In owner-managed and family-run corporations, marital breakdown can create serious business complications. A USA often includes provisions intended to reduce that risk, such as: This does not eliminate all family law issues, but it can help protect the corporation from unwanted disruption. 9. Future Funding and Capital Contributions Businesses often need more money over time. A USA should deal with what happens if the corporation needs additional funding. This section may address: This is particularly important in newer or growing businesses. 10. Confidentiality and Restrictive Covenants Where shareholders are actively involved in the business, the agreement may also include: These clauses are designed to protect the business if a shareholder leaves and later competes or attempts to take customers, staff, or confidential information. They must be drafted carefully. Restrictions that are too broad may be difficult to enforce. 11. Dispute Resolution and Deadlock Disagreements between shareholders are common. A USA should provide a path for resolving them. This may include: This is especially important where ownership is split 50/50. Without a clear process, the corporation can become paralysed when the shareholders disagree. 12. How New Shareholders Become Bound If a new shareholder joins later, that person should not be able to avoid the existing agreement. A USA should include a clause requiring any new shareholder to sign an agreement to be bound by it before receiving shares. This helps preserve consistency as the corporation grows or ownership changes. 13. What Happens if Someone Breaches the Agreement A USA should also say what happens if a shareholder breaks the rules. Possible consequences may include: This section gives the agreement practical force. Common Mistakes in Shareholders’ Agreements Some

Immigration Refusal in Canada: How Judicial Review Works

When an immigration application is refused, the next question is often whether that decision can be challenged in Federal Court. In many cases, the answer is yes—but the process is technical, deadline-driven, and often misunderstood. Ahlawat Law PC assists clients with applications for leave and judicial review in the Federal Court of Canada. One important procedural development in 2026 is the Federal Court’s current approach to the timeline for filing the Applicant’s Record, often referred to as the “75-day rule.” This article explains what the 75-day rule means, how the judicial review process works, and what applicants can generally expect. What Is Federal Court Judicial Review? Judicial review is the process by which the Federal Court examines whether an immigration decision was made lawfully, fairly, and reasonably. It is important to understand what judicial review is not: Instead, the Court reviews the decision-making process and the reasons given by the officer, tribunal, or decision-maker. The Court typically considers issues such as: In most immigration matters, the applicable standard of review is reasonableness. The First Thing to Know: There Are Two Separate Deadlines One of the most common sources of confusion is the assumption that there is only one Federal Court deadline. In reality, there are two different timelines. 1. Deadline to Start the Case This is the deadline to file the Notice of Application. Under section 72 of the Immigration and Refugee Protection Act, the time limit remains: These deadlines remain strict and are extremely important. 2. Deadline to File the Applicant’s Record Once the case has been started, the next major step is filing the Applicant’s Record. This is the package of materials that sets out the applicant’s case before the Court. This is where the current 75-day rule becomes relevant. What Is the “75-Day Rule”? Although the governing Rule refers to a 30-day period for filing the Applicant’s Record, the Federal Court’s current practice gives applicants an automatic additional 45 days in many immigration judicial review matters. As a practical matter, this means that the Applicant’s Record may often be filed within 75 days of receiving the written reasons for the decision. This extension generally applies automatically within that period. In most cases: provided the Applicant’s Record is filed within the permitted timeframe. When Does the 75-Day Period Begin? The timeline generally begins when the applicant receives the written reasons for the immigration decision. In some cases, the reasons are included with the refusal. In other cases, they are obtained through the Federal Court process after the case has already been commenced. Once those reasons are received, the timeline for filing the Applicant’s Record generally starts to run. What Is Included in the Applicant’s Record? The Applicant’s Record is one of the most important parts of the case. It typically includes: This is the stage at which the legal issues are framed in detail. It is also where the alleged errors in the immigration decision are set out clearly for the Court. What the Judicial Review Process Usually Looks Like For prospective clients, it is often helpful to understand the process in practical terms. Step 1: Filing the Notice of Application The process begins by filing a Notice of Application in Federal Court within the applicable deadline. This is the step that preserves the applicant’s right to challenge the decision. If this deadline is missed, the case may become significantly more difficult to pursue. Step 2: Obtaining the Reasons and Tribunal Materials If the decision-maker did not provide complete reasons at the outset, those reasons may be requested through the Court process. The written reasons are often central to the case because they show how the officer or tribunal reached the outcome. Step 3: Preparing the Applicant’s Record Once the reasons are available, the Applicant’s Record is prepared and filed. In many cases, the current practice allows up to 75 days from receipt of the reasons for this step. This is where the legal argument is developed and the case is presented in written form. Step 4: The Government’s Response After the applicant files the record, the Department of Justice, on behalf of the Minister, may file responding materials. Those materials generally explain why the decision should be upheld. Step 5: The Leave Stage Most immigration judicial review cases involve a leave stage first. This means the Court decides whether the case should proceed to a hearing. This decision is often made based on the written materials alone. Step 6: The Hearing If leave is granted, the Court schedules a judicial review hearing. The hearing is generally focused on legal argument. It is not a full re-hearing of the immigration application, and it does not operate like a trial. Step 7: The Court’s Decision After the hearing, the Court may either dismiss the application or allow it. If the application is allowed, the usual remedy is that the decision is set aside and sent back to a different officer or decision-maker for reconsideration. In most cases, the Court does not directly approve the immigration application itself. What Clients Should Expect Judicial Review Is About Legal Error The Court is not usually deciding whether the applicant “deserved” approval. The issue is whether the decision was made lawfully, reasonably, and fairly. The Written Materials Matter Federal Court immigration litigation is heavily document-based. The refusal letter, officer’s notes, written reasons, application history, and court filings often determine the strength of the case. Timing Is Critical Even though the 75-day rule provides more time to prepare the Applicant’s Record, the initial deadline to commence the case remains urgent. Success Usually Means Reconsideration A successful judicial review usually results in the matter being returned for a new decision. It does not usually mean the visa, permit, or immigration relief is automatically granted. Common Misunderstandings “The 75-day rule gives more time to decide whether to go to Court.” Not usually. The 75-day rule relates to filing the Applicant’s Record after the case has already been started. It does not extend the deadline to file the Notice of Application. “Judicial review is the same as an appeal.” It is not. Judicial review focuses on the legality and reasonableness of the decision, rather than simply whether the result should have

Instagram Account Disabled? How Legal Demand Letters Can Overcome Automated Blocks

Introduction: The Vulnerability of the Digital Presence In an era where professional and personal identities are inextricably linked to social media, an arbitrary account deactivation is more than a technical glitch—it is a significant legal and economic disruption. While social media platforms employ automated decision-making and machine learning as essential “checks and balances” to maintain safety, these systems are inherently prone to “false positives.” When AI-driven moderation lacks context, legitimate users often find themselves trapped in an unresponsive automated loop, facing “digital death” without clear recourse. Case Study: The “False Positive” and the Legal Intervention Our firm was retained by an individual whose Instagram account was abruptly disabled. Despite having no history of violations, the client could not identify a possible cause for the takedown. Initial self-represented appeals were met with automated denials. Our Methodology: The Result: By bypassing the automated “Help Centre” and engaging directly with the platform’s legal channels, we secured a human review. The account was fully restored within weeks. A Practitioner’s Protocol: If Your Account is Blocked If you or your business face a sudden deactivation, the following steps are critical to building a defensible case for reinstatement: 1. Immediate Fact-Gathering Jot down a comprehensive log of all recent account activity. What was posted? Who was messaged? Were there any third-party app integrations? Data preservation is your strongest tool in proving a “false positive.” 2. Exhausting Internal Mechanisms (The “Best Case” Scenario) Identify the specific Service Level Agreements (SLA) or resolution mechanisms of the platform. Use the formal appeal tools immediately. In most cases, a clear, context-rich explanation submitted through these channels should resolve the error. 3. The Limitation of the Appeal Do not wait indefinitely. If the platform’s automated system fails to provide a reasoned response within a reasonable timeframe, the matter must be escalated. 4. The Formal Demand Letter Before legal correspondence is sent, a detailed evaluation of the matter is necessary. A lawyer must compare the flagged activity against the Terms of Service to identify the specific probable violation the AI incorrectly triggered. A well-reasoned demand letter forces the platform to move from an “automated No” to a “human review.” 5. Escalation to Civil and Regulatory Forums If a formal demand letter does not result in activation, we evaluate relief through established legal frameworks:

Intra-Company Transfers (ICT) to Canada: A 2026 Legal Overview for Multinational Corporations

For international corporations considering expansion into the North American market, Canada remains a significant jurisdiction for growth. However, the regulatory framework governing corporate immigration has evolved. The “Intra-Company Transfer” (ICT) program involves specific eligibility criteria that are rigorously adjudicated by Immigration, Refugees and Citizenship Canada (IRCC). At Ahlawat Law Professional Corporation, we provide legal counsel to corporate executives and general counsel regarding Canadian immigration compliance. This article outlines the current legal standards for the ICT program as of January 2026, the specific eligibility tests, and the regulatory requirements that multinational entities must meet. What is the Intra-Company Transfer (ICT)? The Intra-Company Transfer is a federal immigration stream under the International Mobility Program (IMP). It is designed to facilitate the temporary transfer of qualified personnel from a foreign company to its related Canadian entity. The legal basis for this program is Regulation 205(a) of the Immigration and Refugee Protection Regulations (IRPR). This regulation permits officers to grant work permits without a Labour Market Impact Assessment (LMIA) where it is demonstrated that the transfer will provide a “significant economic, social, or cultural benefit” to Canada [1]. Eligibility Criteria: The Two-Part Assessment Eligibility is determined by an assessment of both the corporate structure and the individual nominee. 1. The Corporate Test: “Qualifying Relationship” A “qualifying relationship” must exist between the foreign enterprise and the Canadian enterprise. This relationship must be established at the time of the application and persist throughout the duration of the transfer. Before this can be tested the Company must demonstrate to be a Multi National Corporation i.e. it should have active operations in at-least two other countries. Simply incorporating in another jurisdiction doesn’t help, but there should be an organic, actively running business outside the home country before applying for ICT to Canada for establishing and running a Canadian Entity. Recognized corporate structures include: Requirement for Active Operations: Both the foreign and Canadian entities must be “doing business.” This is defined legally as the regular, systematic, and continuous provision of goods or services. The mere presence of an agent or office in Canada is generally insufficient [2]. 2. The Employee Test: Function & Tenure The individual being transferred must generally: Category Description Executive Directs the management of the organization or a major component; establishes goals and policies; exercises wide latitude in decision-making. Senior Manager Manages the organization, a department, subdivision, or function; supervises and controls the work of other managers or supervisors. Specialized Knowledge Possesses both “proprietary knowledge” and “advanced expertise” regarding the company’s product, service, research, equipment, techniques, or management. The Application Process The procedural requirements generally involve the following stages: Phase 1: Corporate Establishment Before an immigration application is filed, the Canadian entity typically must be legally established. This includes incorporation (Federal or Provincial), obtaining a Business Number (BN) from the Canada Revenue Agency, and securing physical commercial premises. Phase 2: Employer Compliance The Canadian entity must submit an Offer of Employment via the IRCC Employer Portal and pay the Employer Compliance Fee. This submission details the business activities, job duties, and wage compliance. Phase 3: Work Permit Application The foreign national applies for the work permit (typically form IMM 1295). The applicant bears the burden of proof to demonstrate the qualifying relationship, their tenure, and the economic benefit of their transfer. Regulatory Considerations for 2026 Policy guidelines and enforcement priorities change. Applicants and employers should be aware of the following: How We Assist Navigating cross-border business expansion requires adherence to strict legal protocols. Ahlawat Law Professional Corporation assists multinational clients by: Contact us to schedule a consultation regarding your business immigration needs. Endnotes & Official Sources: [1] Intra-company transferees [R205(a)] – General Overview: [2] Qualifying Relationship & Business Activity: [3] Specialized Knowledge Defined: Disclaimer: The information provided in this article is for general informational purposes only and does not constitute legal advice. Immigration laws and policies are subject to change. Readers should consult with a qualified lawyer for advice specific to their situation.

What to do if you are stuck as a Temporary Resident in Canada

Being a Temporary Resident (TR) in Canada comes with many opportunities but also challenges, especially if you find yourself stuck or uncertain about your immigration status. Recent changes in the 2025 federal budget and updated Immigration, Refugees and Citizenship Canada (IRCC) projections have reshaped what temporary residents can expect in the coming years. This guide provides clear, practical advice tailored for those stuck as temporary residents in Ontario or anywhere in Canada, emphasizing the importance of timely action and compliance. Recent Changes Impacting Temporary Residents The 2025 Canadian federal budget introduced significant reductions in the number of new temporary resident admissions, decreasing from approximately 673,650 in 2025 to about 385,000 in 2026, and around 370,000 in 2027 and 2028. This shift reflects the government’s effort to manage sustainable immigration levels while addressing infrastructure and integration concerns. However, it is not all downsizing. The government has committed to supporting temporary residents already here by introducing pathways to permanent residence for up to 33,000 work permit holders in 2026-2027, recognizing their contribution to the Canadian economy and communities. Additionally, accelerated permanent residence pathways are being offered for eligible Protected Persons, reflecting Canada’s ongoing commitment to humanitarian values. Dos and Don’ts If You Are Stuck as a Temporary Resident Dos: Don’ts: Positive Opportunities Amidst Challenges While the temporary resident intake targets have been reduced, the Canadian government has made a clear commitment to support temporary residents who contribute positively through work and community ties. The new programs accelerating permanent residence applications for eligible work permit holders provide a hopeful route to stability and longer-term security in Canada. Moreover, pathways for Protected Persons emphasize Canada’s dedication to protecting vulnerable individuals who cannot return safely to their home countries. As a temporary resident, this means there are pathways and support systems designed to help you navigate this period successfully. Final Thoughts If you find yourself stuck as a Temporary Resident in Canada, act swiftly to confirm and maintain your status. Ensure any expired status is restored promptly, always comply with your current conditions, and take advantage of new permanent residence pathways introduced in the latest federal budget. With proper guidance and timely action, temporary residents can protect their future and continue to contribute to Canada’s vibrant communities. For personalized advice tailored to your situation, consult with an experienced Ontario immigration lawyer who can help you understand your options and guide you through the application process. Useful Government Resources: This information is accurate as of November 2025 and reflects the latest IRCC policies and federal budget measures impacting temporary residents in Canada.

What to expect when coming to Canada for Short-Term Education in 2025

Are you planning to visit Canada for a short-term educational course in 2025? Here’s what you need to know, brought to you by Ahlawat Law PC, an Ontario law firm. What Qualifies as a Short-Term Course? What to Expect What You Should Be Aware Of What It Is Not Tip: Always check the latest requirements on the official Government of Canada website or consult with a licensed immigration lawyer or a RCIC for your specific situation. This post is for informational purposes only and does not constitute legal advice. For tailored guidance, contact Ahlawat Law PC.

Navigating Landlord-Tenant Disputes in Ontario

Renting a home or managing a rental property in Ontario can come with its fair share of challenges. Disagreements between landlords and tenants are common, and often arise from simple misunderstandings, delayed repairs, or missed rent payments. The good news? Most disputes can be handled smoothly with clear communication and a basic understanding of Ontario’s rental laws. Whether you’re a landlord or a tenant, here’s what you need to know. Common Reasons for Disputes 1. Late or Missed Rent Payments This is one of the most common issues.Tenants may face unexpected job loss or personal emergencies. Landlords, in turn, rely on rent to cover their own bills, including mortgages and maintenance. Tip: Talk early. A quick conversation or payment plan can prevent bigger problems later. 2. Repairs and Maintenance When repairs are delayed or ignored, disputes often follow. Keeping records of all repair requests and responses is helpful for both parties. 3. Deposit Disagreements Ontario has clear rules around deposits: Also, landlords must pay tenants interest on the rent deposit once a year. 4. Privacy and Entry Your home should feel like your own, even when you’re renting.Landlords must provide at least 24 hours’ written notice before entering a rental unit, and visits must happen between 8 a.m. and 8 p.m. (except during emergencies like flooding or fire). Unannounced or frequent visits without notice are not allowed. 5. Evictions Evictions in Ontario must follow strict legal procedures. A landlord cannot evict a tenant without: Valid reasons for eviction include unpaid rent, serious damage to the property, or if the landlord or a close family member needs to move in. The Law Behind It All Ontario’s Residential Tenancies Act (RTA) sets the rules for most rental relationships. The Landlord and Tenant Board (LTB) is the legal body that handles disputes and decides on issues like evictions, rent increases, and maintenance complaints. What to Do if There’s a Dispute 1. Talk it Through Most problems can be solved by speaking directly with the other person.Be calm and respectful—and always put any agreements in writing. 2. Try Mediation If a direct conversation doesn’t work, mediation is a good next step.A neutral person helps both sides find common ground. It’s often quicker and less expensive than a formal hearing. 3. File with the LTB If all else fails, either party can file an application with the Landlord and Tenant Board.You’ll need to provide documents such as emails, notices, photos, or receipts. After a hearing, the Board will make a legally binding decision. Tips to Avoid Future Issues Frequently Asked Questions Can a landlord evict a tenant without notice?No. Legal notice and approval from the Landlord and Tenant Board are required. Are security deposits allowed in Ontario?No. Only a last month’s rent deposit and a refundable key deposit are permitted. How long does it take to resolve a dispute at the LTB?It depends. Urgent matters may be heard within a few weeks, but most cases take several months due to backlogs. Final Thoughts Disputes between landlords and tenants don’t have to turn into full-blown legal battles. In most cases, clear communication, documentation, and an understanding of the law can help resolve things early. When that’s not possible, the Landlord and Tenant Board is there to help. If you have questions or need support navigating a rental issue, the team at Ahlawat Law Professional Corporation is here to help.

Understanding the Types of Work Permits in Canada: What Foreign Workers and Employers Need to Know

Canada’s robust economy and welcoming immigration policies make it an attractive destination for skilled professionals and employers. If you are considering working in Canada or hiring foreign talent, it is essential to understand the different types of Canadian work permits. This article provides a clear overview, relying exclusively on official Government of Canada information, and is written in accordance with the Law Society of Ontario’s (LSO) professional conduct requirements. Types of Canadian Work Permits 1. Employer-Specific Work Permit An employer-specific work permit (also known as a “closed” work permit) allows a foreign national to work in Canada for a particular employer, under specific conditions such as: Key Requirements: Who Should Apply:Foreign workers who have received a specific job offer from a Canadian employer, particularly when an LMIA is required. 2. Open Work Permit An open work permit allows the holder to work for almost any employer in Canada, except for those who are ineligible or offer certain adult services. Who is Eligible: Key Benefits:No job offer or LMIA is required to apply for an open work permit. Special Work Permit Programs Canada also offers several targeted programs and streams, including: Important Considerations How Ahlawat Law PC Can Assist Navigating Canada’s work permit system can be complex. Our experienced immigration lawyers can: Contact Us If you are considering working in Canada or hiring foreign talent, contact Ahlawat Law PC for a personalized consultation. We are committed to ensuring your application is compliant with the latest Canadian immigration laws and policies. All information in this article is sourced from the official Government of Canada website. Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. For advice regarding your specific situation, please consult a qualified immigration lawyer licensed by the Law Society of Ontario.

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.