Corporate and Commercial Lawyer Services in Surrey

MacMillan Tucker in Surrey has enough experience and expertise in all areas of corporate and commercial law. We have a team of business lawyers who deal with all types of cases related to business organizations and the laws governing them. Our legal corporate team is proud to offer services that include partnerships, incorporations, asset rollovers, shareholder agreements, purchase and sale of business, corporate reorganizations, partnership agreements, leases and contracts.

Please have a look at the below articles to know more about corporate and commercial law.

IT’S THE LAW – BY TYLER B. DENNIS

What would you do if you were the judge? Judges decide the facts based on evidence put before them, and then apply the law. Here is a fact pattern. How would you decide who was at fault? Fact patterns similar to this one are often presented in court and assessed by judges. Test your judgment!

GINGERBREAD LEASE - BY TYLER B. DENNIS

Hansel and Gretel lived in a forested area of Surrey, B.C. As children, they had dreamed of opening a daycare centre so they set out to find a suitable space. Eventually, they found available space in a former gingerbread shop in a local shopping centre (the “Gingerbread Property”). Hansel and Gretel met the Gingerbread Property owner in January 2022, who turned out to be a real Witch. However, in spite of their misgivings, they decided to follow their dreams and negotiated and signed an Offer to Lease. The Offer to Lease included a move-in date of April 2022. It also contained a requirement for the Witch, as Landlord, to complete renovation work to the Gingerbread Property to bring it up to code and to ensure it could safely withstand little children invariably trying to eat it. (the “Offer”).

In May 2022 a Lease was finally signed. The delay was due to having to obtain permits from the City of Surrey. The Lease encompassed all representations made by the Witch and set out her responsibilities as Landlord. Those included supplying and installing a candy-cane lined skylight, adding some gingerbread walls, a gumdrop HVAC system, fruit taffy flooring throughout, and royal frosting-lined plumbing (the “Lease”). Renovations commenced and finally in August 2022 they were completed, and Hansel and Gretel opened their daycare centre for business.

After the opening, a dispute arose over the recovery of construction costs. The Witch had gone on vacation and to avoid further delay in opening the daycare, Hansel and Gretel had paid the contractors who had performed the Witch’s obligations. After many attempts to recover payment, Hansel and Gretel sued the Witch in the British Columbia Supreme Court (“BCSC”). They sought payment for damages for lost revenue due to the delay in opening, and breach of contract by the Witch. In addition, they sought recovery of fees paid to contractors that performed the Witch’s obligations.

The Witch filed a counterclaim against Hansel and Gretel for costs associated with bringing the gingerbread building up to code, and what she considered to be overpayment for the gumdrop HVAC installation. She argued that she would not and did not intentionally delay the opening of the daycare in any way as she was particularly fond of plump little children.

If You Were the Judge, How Would You Decide?

The Judge ruled that Hansel and Gretel’s claim for lost revenue due to the delayed move-in was not the Witch’s fault. The Judge found that when the Offer was signed, no permits or plans had been sought or presented to the City of Surrey by Hansel or Gretel. Additionally, when the Lease was signed in May 2022, it was clear the move-in date would not be met, and Hansel and Gretel still signed the Lease. The Judge found the terms of the Offer were not binding on the Witch, as they had been modified and superseded by the terms of the Lease, and by signing the Lease, Hansel and Gretel had acknowledged this.

The Judge found that the contractor bills fell within the scope of work set out in the Lease, and as such were the Witch’s obligation. The Judge ruled payment was the responsibility of the Witch and ordered that the Witch repay Hansel and Gretel for those expenses that fell within the scope of obligations specifically listed in the Lease. Any others were dismissed.

Finally, the Judge dismissed both counter-claims of the Witch. The Judge stated the gumdrop HVAC installation costs were the Witch’s obligations under the Lease, and regardless of the amount owed, payment was required by the Witch. The Judge also ruled the entire Offer and Lease were premised on having the Gingerbread Property brought up to code, or the City of Surrey would not grant a permit. Thus, by agreeing to it in the Offer, the Witch was obligated to see this through, or the Lease signed later would never have been able to be implemented.

Tyler B. Dennis is a lawyer who practices in Cloverdale with the firm MacMillan Tucker at 5690 – 176A Street, Cloverdale (Surrey), B.C. At MacMillan Tucker, lawyers are available to answer questions about wills and estates, ICBC claims, personal injury, professional negligence, family matters and other issues. If you require legal assistance, please call (604) 574-7431 to book an appointment.

IT’S THE LAW – By Cassandra Douma

Unfriendly Competition

Employee Elliott worked at a pet store in Cloverdale owned by Bob Boss called Pets-R-Us. When Employee Elliott started at Pets-R-Us, he was asked to, and did, sign an employment contract. The contract contained a clause which stated that when Employee Elliott left Pets-R-Us, he would not open up or work for another company that was in the business of selling pets, pet accessories, or pet food in the Lower Mainland for a period of ten years after his departure.

After working at Pets-R-Us for a few years, Employee Elliott decided he wanted to move on to bigger and better things. When he left, Employee Elliott opened his own pet store on the other side of Surrey. Bob Boss was not happy about this and applied to the court to stop Employee Elliott from opening his store based on the clause in the employment contract. Employee Elliott argued that the clause was overly broad and should not be enforced.

If You Were the Judge, How Would You Decide?

Non-competition clauses or “restrictive covenants” which are contained in contracts have historically been unenforceable as they are considered to be restraints on trade and so not in the public interest. However, the clause will be enforceable if the party seeking to rely on it proves that it is reasonable when balancing the interests of the employer against those of the community.

In determining whether a clause is reasonable the court considers whether the clause protects a “proprietary interest” of the employer, such as a trade secret or confidential information, whether the length of time and geographic area it restricts are too broad or far reaching, and whether it is limited to protecting the former employers’ interests or broad enough to be detrimental to competition generally.

It is unlikely that the court would enforce the clause in Employee Elliott’s contract as the geographic area it covers is very large, it covers a variety of business activities, and it would apply for a lengthy period of time. Had Bob Boss scaled back the clause to apply only in Surrey and only for a year or two, it is much more likely that it would have been enforced.

Cassandra Douma is a lawyer who practices in Cloverdale with the firm MacMillan Tucker at 5690 – 176A Street, Cloverdale (Surrey), B.C. At MacMillan Tucker, lawyers are available to answer questions about wills and estates, ICBC claims, personal injury, professional negligence, family matters and other issues. If you require legal assistance, please call (604) 574-7431 to book an appointment.