Commercial Law

Commercial Lease Preparation/Review

Thorough and well-drafted Commercial Leases are essential to protecting the interests of the parties involved and preventing future disputes.

When assessing commercial properties, we provide clients with a comprehensive analysis that takes into consideration taxation and business law issues.

We counsel clients regarding issues that may arise during a lease period, such as the

  • lease term,
  • payment periods,
  • and rent increases;
  • exclusivity;
  • renewal options

We also advise commercial landowners regarding such issues as

  • commercial insurance;
  • and assist in negotiating, writing, and reviewing commercial leases

Business/Franchise Purchase

We would be pleased to meet with you on a free consultation basis to review your Purchase and Sale Agreement and help with ‘fine tuning’ the agreement to suit your needs including adding the necessary due diligence conditions to make sure that you carry out all investigations before finalizing the transaction.

Over the past 22 years, we have represented clients in many complex commercial transactions including the buying or selling of businesses and franchises such as major franchised restaurants, hotels/motels, gas stations and commercial plazas.

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Franchise Agreement Review

Franchise Agreements agreements is typically very skewed and one-sided in the Franchisor’s favour. There are onerous financial clauses in these agreements which exposes the Franchisor to a number of expenses which must be paid by the Franchisor during the franchise term including renewal fees, transfer fees, renovation costs, royalty and advertising fees. Be sure to consult your lawyer before signing such an agreement.

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Commercial Real Estate Buy/Sell

A large part of our practice is focused on commercial real estate including the buying and selling of apartment buildings, commercial plazas, gas stations, hotels/motels and industrial buildings. These transactions can be quite complex in their scope requiring experience and expertise that can only come from having acted on and successfully closing hundereds of transactions of this kind over the past two decades.

Asset/Share Purchase Transactions

If you are buying the assets of a business pursuant to the Ontario Bulk Sales Act or are interested in buying out an entire company, let us assist you with drafting an Asset Purchase Agreement or a Share Purchase Agreement.

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PPSA/GSA Agreements/Registrations

Over the past 20 years, we have acted for many private and institutional lenders such as banks in secured transactions. A security in the form of a collateral mortgage against a debtor’s property is always the best way for a lender to protect itself in case of the debtor’s default. However, in commercial transactions, when dealing with businesses, additional security registrations under the Personal Property Security Act (PPSA) is always recommended.

Simply put, under the Ontario PPSA legislation, a lender is able to register a lien against the business debtor’s assets to secure the repayment of its loan and, in case of default, the lender can seize and sell the debtor’s assets.

A General Security Agreement (GSA) is the most common form of personal property security used in Ontario to secure commercial loans and other business obligations owed to a financial institution or other creditor (Secured Party). The primary remedy of a GSA is that if you are in default of your obligations, the secured party can take possession of and sell the debtor’s property.

For example, if a debtor defaults on a GSA, the secured party can appoint a receiver to manage the debtor company’s affairs. The receiver is then able to sell off the debtor company’s assets in order to repay debts to the secured party. A GSA secures most types of personal property, both present and future, including:

  • machinery and equipment that the debtor uses in carrying on its business
  • inventory
  • accounts receivable
  • trade-marks and other intellectual property and
  • securities such as stocks and bonds

The legal requirements and the supporting documentation necessary to register a General Security Agreement under the PPSA can often be very complex. We provide experienced and sound legal advice in this area to help a Secured Party protect its investment.