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March 2018
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Corporate documentation

When I was in grade 8 and asked what I wanted to be when I grow up, I knew that it was to work in a law firm. I knew I didn’t want to become a lawyer, or be part of Reception (not that there is anything wrong with that!). I knew I didn’t want to go to Court, but wanted to be involved in files.

So why not become a Legal Assistant? At the time, I wouldn’t have known the difference, but when it came to college, it became apparent that I wanted to become a Law Clerk.

Law Clerks overlap with the Legal Assistant role, and that’s where I started. However, depending on the type of law firm, the more busy a Law Clerk gets, the more vital their role is and can no longer cross over to the Legal Assistant work.

What do I do you ask, well, in a nutshell, I take care of the nitty gritty so that lawyers can look at the big picture. For example, for a lawyer heading off to Court on a very important Motion, I make sure they have everything they need. I make sure the costs they are seeking are calculated and outlined in an organized fashion and that they have enough copies of their Orders to hand up to Judges. I also make sure that the Motion has been confirmed in time. Yes, ultimately it is on the lawyer’s shoulders to make sure this happens, but if they have to worry less about those types of things, the better they are at being a good lawyer for our clients. Law Clerks are also a great option for keeping costs down when it comes to drafting enforcement documents and reviewing file materials, which is also very important to a client.

On the corporate end of the spectrum, I make sure that annual corporate record keeping is being maintained and that the Minute Books are up to date. I make sure anything that needs to be reported to the Ministry of Government Relations is being reported. Again, this helps the lawyer focus on more complex corporate issues, and ensures that their time is being utilized how our clients need it to be.

The lawyer is always the point of contact for our clients, but it’s not just lawyers in a law firm, it’s all of us. We are a team, and we all have our vital roles. We couldn’t live without our receptionist or Legal Assistant, and I know that in our office, we couldn’t live without the Law Clerk.

Christine Allan
Law Clerk

A few weeks ago the Bank of Canada raised its key lending rate for the first time in seven years by a quarter-percentage-point. Although a move like this signals a growing confidence in the Canadian economy, not everybody shares this excitement.

For lenders, it can make the business of lending a bit more enticing, but for borrowers, an interest rate increase is not news that makes you want to call home. With concerns that this increase could ultimately hurt consumers who are already stretched too thin, it is a good reminder for lenders and creditors to secure their loans to protect themselves against borrowers who are unable to pay off all or part of their debt.

In Ontario, the Personal Property Security Act (PPSA) is a statutory regime that governs the taking of and enforcement of security in the property of a borrower. If you are a lender, by registering with the Personal Property Security Registration (PPSR) system, it will help you secure your loan interests and help establish priorities between you and other lenders with competing interests in the same debtor property, to protect you in the event the borrower does not pay.

We always recommend our clients who are lenders to secure their interests using the PPSR system rather than risk being an unsecured lender with no protection to secure repayment of their loan. Please feel free to connect with us if you would like to learn more about this regime or if you would like help in becoming a secured creditor.

Michelle Eames, LL.B, LL.M.
Business Lawyer

I recently had a meeting with a client who retained us to draft a Shareholder’s Agreement for her and the co-owner of her business. This type of an agreement lets the shareholder of a company control what happens in the event of certain things such as change in ownership, death of a shareholder or the divorce of a shareholder.

Some of the items she easily had an opinion on, however, some items she said “let’s leave those out and we’ll deal with them later.” I encouraged her not to do that, rather than to tackle the hard issues head on and while that advice was with respect to her particular situation, the advice that follows applies to all business issues, not just legal ones.

It is better to plan for something than to respond to it happening.

From a legal point of view, it costs far less to draft a legal agreement that sets out what will happen if an event takes place as opposed to litigating the issue when it happens and there is no agreement in place. This applies to employment agreements, contracts with customers and suppliers. Litigation dollars are easily ten times the amount of dollars spent on drafting documents: use your legal fees wisely, plan ahead.

From a general business point of view, facing the possibility of an unpleasant event head on, let’s you plan how to deal with it before you are in “crisis mode” and struggling to deal with shock as well as coming up with a plan.

Plan your response before you need it. We can help with that.

Inga B. Andriessen JD

I enjoyed my drive into the office today because the news included a story about the snow removal contractor, who failed to clear the highway I use daily from snow and ice last winter, being fined $ 900,000.00 for not doing their job.

To be clear: for me this was not just about taking four hours to get home instead of 45 minutes: it was about the danger of the condition of the roads. The roads were not crammed with motorists: the highway was virtually impassible. I vividly recall calling home and saying “I’m not sure I can get off the highway because all of the off ramps have collisions due to no salt on the ramps.”

In addition to hearing about the fine, I heard on the news that the company is still “fighting” the fine.

If you’re a business: could you be fined if you breach a contract? Could the person you just contracted with impose additional fees on you if you miss a fairly short deadline? Have you had your lawyer look over a contract if you don’t understand it?

We look over and recommend changes to many contracts for our clients before they sign them. Because of these changes, we have saved our clients a lot of money as well as time and energy on a business venture that was destined to be less than profitable for our client.

Some of the key issues we look for in contracts are: what law governs the contract? Many contracts coming out of companies from the USA will state that the laws of a specific State govern the contract. Worse yet, many contracts will require you to go to a specific County in a State in order to litigate: do you really want to have to retain a USA lawyer to protect your company?

Having a lawyer in our firm review a Contract will cost far less in legal fees than retaining our firm to litigate a poorly worded contract and you avoid conversations that start with “so, about that Contract you signed …..”.

Inga B. Andriessen JD

This might sound like the start of a joke, but, how can you tell someone is a very newly Called Lawyer? They use hereinafter, hereto for and “the said item”, in their legal documents.

Using old English and large words when a small one will do is not a sign of legal superiority: it is a sign that you are either slavishly following precedent (and ignoring your client’s actual needs) or that you are unsure of what you are drafting.

Our firm strives to create documents that are Plain English. We want our clients to understand what they’re signing, or asking others to sign. It is important.

There are certain legal documents that must contain technical terms: Wills come to mind as do releases. However, if your lawyer is insisting on a legal term, it is important that you understand what it means or you should not be signing or using the document.

If you’re tired of consulting a Law Dictionary in order to understand what your lawyer is drafting for you, give us a call. We’ll answer your questions simply, no dictionary required.

Inga B. Andriessen JD

Remember years ago when Martha Stewart had an “Apprentice” TV Show and she told one of the female contestants, there are no tears in Business? That was likely some of the best advice she gave during the show.

Tears are borne from emotion and the emotion in a Business should come after hours, not during.

As a Business Lawyer one of the most challenging types of business I deal with it “the family business”. Businesses which involve multi-generational family relationships can be the most difficult businesses to find solutions to what would otherwise be simple problems.

The best advice anyone can offer a family Business is to use lawyers to negotiate difficult issues. Cool heads, steeped in legal knowledge are the right people to resolve conflicts.

Lately, litigation involving Constructive Trusts in Family Businesses has seen an increase in acceptance by Canadian Judges. Older generations who live off the work of their children and grand-children cannot cut those children out of the business without compensation.

Litigation is the last place a family Business should end up in, however, at times, that is the only way to ensure everyone is dealt with fairly.

If you need help navigating these waters, without tears, please reach out to me.

Inga B. Andriessen JD

This week is the Canadian Bar Association’s annual Law ay week. (Only lawyers could make a day last a week.) This week is intended to educate and inform the public about the role and importance of the law in their lives.

One of the ways our firm is participating through my involvement with the High School Mock Trial Program and this week’s Halton Public High School Championships. It’s great to give back to the community and mentor High School Students who are interested in law.

Beyond the High School Students, however, is the underlying purpose of educating and informing everyone about the role of law in their lives. Through this Blog, we provide some basic information for business owners about how the law impacts their lives, at times in ways they only realize when it is too late.

Most entrepreneurs realize they need a business plan when starting out. However, business is not just numbers. It is important those new businesses understand what the Government requires they comply with, what they need in their Articles of Incorporation in order to avoid a $ 10 000.00/year annual audit and of course, what documents they need signed by customers in order to ensure they get paid.

The law impacts us all, from the requirement we go to school when we are young, to obeying traffic laws and complying with Tax Legislation.

If you’re starting a business, invest time and money in learning about the laws that apply to you: if you don’t do it at the start, you may end up paying a lot more down the road.

Inga B. Andriessen JD

This morning I went to Starbucks and paid partly on my Starbucks card and partly with a $ 20.00 bill. After I paid on the Starbucks card the balance was $ 2.86. The Barrista could not figure out the change.

Thankfully I was able to draw on my training as a bakery clerk at Casey’s Bakery 33 years ago and “counted up” the change to the $ 20.00. You know, 15 cents is three, add 2 is five dollars, add 15 is $ 20.00. As I type this I realize I should not have started that sentence with “you know” because clearly, this Barrista did not know.

The point of this Blog/rant is not to sound like I’m 100 and want kids to get off my lawn, the point is to talk about building blocks for jobs/professions. I’m going to suggest Barristas should know how to make change before they are hired and that is a building block for their job.

As a lawyer who works with many employers, I am always happy to help clients created a plan that helps their employees develop the skills they need to advance in their company. Many small employers are seeing the value of paying for continuing job training and having employees shadow those in management periodically to get a sense of what management does and how their jobs fit into the building blocks of the entire company.

My concern as a lawyer is to ensure the employer’s good deeds do not get “punished” if the employee leaves the company. An employee handbook that clearly spells out what is paid for and what is not, is very important in determining if something was an obligation or a “gift”. Depending on the value of the education, if this is not set out clearly, the employer could be on the hook for a lot of money if the employee is terminated. That will often leave a sour taste in an employer’s mouth and the remaining workforce ends up suffering.

Don’t be that employer. Document your policies. Review your employees regularly and follow your policies. Your business will run more smoothly if you have a handbook.

Also, Starbucks, perhaps a calculator on the counter could help counting-challenged Barristas?

Inga B. Andriessen

I was at a trade show recently, not a boring legal trade show, but the Outdoor Adventure show (hey, I have a life that extends beyond Court Rooms – honest!) and I was overwhelmed by the way many vendors were blurting out information as we walked past their booths. Many of those people spoke so quickly, I had no idea what they were marketing and apparently neither did they. One vendor told us how her product was great for “exhibitionists”: she meant exhibitors. She was mortified when she realized she had been saying “exhibitionists” all weekend.

Fast forward to the Monday after that weekend and I had a great meeting with some entrepreneurs excited about starting a new venture together. I took the time to listen to their thoughts, then slowly explained what legal help we could provide that would suit their needs.

I didn’t go on in detail about the facts from latest Court decision that would impact their situation, I didn’t recite a law from memory and I didn’t use a lot of legal language. I listened and then, in plain English, gave them my advice.

Many lawyers are like the vendor selling to exhibitionists. They speak quickly and are not even aware of what they’re saying. They don’t connect with their clients as business people, they preach down as if law is a pulpit and the client is listening in a church pew (and has to put a lot in the offering plate).

Business law is a conversation between a lawyer and their client. Lawyers need to listen up and be in tune with their client’s business.

If you’d like to talk, I’m listening. (with apologies to Frasier Crane)

Inga B. Andriessen JD

Love him or hate him, Mayor John Tory is certainly cutting through a lot of the City’s red tape in his first weeks in office.

I have a plea on behalf of all of us who do (or try) to do business in the City: please fix the Licensing process next.

Toronto’s process is the most cumbersome in the GTA and it’s almost impossible to get things done in a timely manner. When licenses are not obtained in a timely manner, by-law officers issue tickets. Tickets then turn into Court dates and the Court proceedings are always withdrawn when the City’s delays (which are documented) are brought to the Prosecutor’s attention.

It’s not the fault of the staff. The computer system in Licensing is a DOS based system. I’m not kidding. I remember DOS, I used it in Law School many, many years ago. It’s time to upgrade that system.

Licensing is a very important part of doing business in the City: it shouldn’t be this hard to get “permission” to earn money and pay taxes!

Inga B. Andriessen JD