I’m sure you’ve heard the competing ads on the radio over the past year or so.  The first is from a fairly well-known law firm that says that they have the way to deal with the tax man and that they can use the power of solicitor-client privilege to protect you and that you can’t get this from an accountant.  The second is from an accountant who says “you don’t really think that Revenue Canada is going to put you in jail, so you really don’t need to pay for an expensive lawyer.”  Who’s right?  Both are.

There is a case from many years ago called Tax Time where the Court held that there is no such thing as “accountant-client” privilege.  So, the law firm is correct when they say that if you tell everything to your accountant then Revenue Canada could turn around and haul the accountant in and require him/her to disclose all of your information.  (Whether they would actually go to all this trouble is another question.)  Revenue Canada could not do that if the information is covered by solicitor-client privilege.  However, the flip side is true in that lawyers are expensive – although, I generally find myself envious that I cannot charge the amounts charged by many accountants, so it’s a bit ironic that the accountant is suggesting that the lawyers’ fees are too high.  I can give one example where I was consulted by a potential client who had gone to the other law firm and that firm had asked for a five figure retainer just to review the potential client’s file and determine whether the client had a valid claim.  Not cheap, to say the least.  But in all fairness, it’s not often that you can simply pick up a tax file, leaf through a few pages and be able to give a definitive answer.  It usually involves a lot of time and requires them to go through a lot of documents and if they don’t get the money up front and it turns out that there’s nothing that can be done, you can be guaranteed that the client will turn around and say “oh well, thanks” and then never pay the bill.  So, not cheap, but I sure as heck don’t blame them for asking for the money up front.

Is there an alternative?  It’s possible that there is.  I was introduced to a new web site and service yesterday for Taxpayer Relief Letters.  The program is run by Frank Flynn whom I knew when he was at Revenue Canada before he left years ago.  After several years working in another industry, he has returned to the tax area and has started his new business.  If your business is suffering financially and Revenue Canada is coming after you AND you don’t have an overly-complex matter, it looks like this service might be of interest and assistance to you.  They will take your information and prepare it in a letter or other format that will speak to Revenue Canada in its own language and assist you in making your point for why you shouldn’t pay as much (or any) penalties or interest.  Depending on the nature of your problem and the amount at stake in terms of the penalties and interest you are facing, this could well be a worthwhile alternative.  I would commend you to check out their web site.  If nothing else, it’s nice to have as many options as possible.

Something to think about.

CALC

As you will all know, last week air traffic in Europe was brought to a screeching halt by the eruption of a volcano in Iceland and the huge cloud of ash that it spewed into the atmosphere that covered most of Western Europe.  Not only did this strand hundreds of thousands of international travellers and cost billions of dollars in lost revenues, etc., it also stopped the flow of goods and, in particular, various perishable goods.  To give two examples, I have a client who operates a deli who takes great pride in having prosciutto ham delivered fresh from Italy and I have another client who is a florist who sometimes has special orders for flowers that are not grown in Ontario such as tulips from Holland.  In both instances, they obtain their products from Europe and if they needed any of those products last week, they were not going to get them because of the ash cloud and its resulting air travel disruptions.  So where does that leave them?

There is a common “boilerplate” clause that is often found in contracts and seldom thought about – if at all – by anyone, even the lawyers.  It is known as a “force majeure” clause and usually reads along the following lines:

Neither party is responsible for damages caused by delay or failure to perform undertakings under teh terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God or the Queen’s enemies, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonably be foreseen or provided against.

A few comments about these types of clauses.  The first is what is an “Act of God”?  While there is no all-inclusive list, the general approach is any natural or even supernatural disaster.  The Iceland volcano would clearly fall within this category. 

The second comment is to note the last words of the clause.  For example, if either my deli owner client or my florist client were caught without receiving an order of goods last week, they could rely on the clause.  However, what if they were to order their goods this week?  The volcano has not stopped its eruption, it has simply died down and what is being sent into the atmosphere is now just steam.  If they ordered the goods this week and then just before the orders were shipped by plane the volcano erupted again with more ash and the planes are grounded once more, then it would be difficult for them to say that the problem could not have been foreseen or provided against. 

The third comment is to note that force majeure clauses have been imported from French law and is not a naturally created concept of the English common law of contract.  As a result, you should look at your contracts to see if they include these clauses.  If they do, that’s fine.  If they do not, then the courts will not imply such a contractual term into your contract.

So what if the clause is there and it is applicable – what does this mean for you?  The answer is that it will relieve you from the contractual obligations.  So, if my florist client needed Dutch tulips for a wedding last Saturday and could not get them in time, it could have cancelled the order without having to pay for the flowers that never arrived.  This means that, for the florist, she would want to have such clauses in her contracts.  Similarly, the Dutch flower merchant would want that clause in the contract.  Suppose that my florist client had prepaid for the flowers.  If the merchant could not ship the goods, then the merchant would have to return my florist client’s money.  But the clause would similarly protect the merchant because my client would not be able to sue the merchant for whatever money was lost on her contract with the wedding party because either they cancelled the flower order or they went with other flowers that were less costly (so the florist lost part of her profit).

At the same time, this is another example of when it is helpful to have insurance to cover potential losses due to situations like the Iceland volcano.

Something to think about.

CALC

There is an article in today’s Toronto Star that talks about the concern of school boards regarding what appears to be a growing number of claims against them in Small Claims Court.  Is this really a concern?  I believe that it is and that it is not only a concern for school boards or large institutional organizations, such as banks, but it is also a concern for your small business.  Why is that the case?  A few reasons.

The first is that, as of January 1 of this year, the amount that can be claimed in Small Claims Court is now $25,000.  It’s not that $10,000 was an insignificant amount, but many defendants took the approach (quite reasonably) that if their exposure was only $10,000 plus costs then they would not hire a lawyer to represent them.  Or, alternatively, they kept the lawyers out until the matter got to the trial stage in order to save money for the steps before the trial.  Now small businesses can face a claim of $25,000 plus interest plus costs and that amount is suddenly requiring business owners to reconsider whether they should get a lawyer involved from the beginning of the case – with the increased amount of money that has to be paid on legal fees.

The second reason is that the costs of filing a lawsuit in Small Claims Court are still relatively nothing – it only costs $75.  Now, one immediately has to put this into some perspective because the cost of filing a Statement of Claim in the Superior Court is only a little more than double that cost at $181.  But, when combined with the third reason, the small amount’s impact becomes more noticeable.

The third reason is the fact that Rule 13 of the Rules of the Small Claims Court were changed in 2006 for settlement conferences.  Before that time, settlement conferences were not mandatory and many self-represented plaintiff’s did not think about settlement conferences.  As of 2006, the rule was changed to make settlement conferences mandatory for all claims.  The result is not only additional costs (at least in terms of time or productivity lost for businesses in having to attend the conferences) but also the fact that, when combined with the second reason, a plaintiff now needs only to pay $75 and he/she/it gets a chance to haul a small business before a judge who will try to put pressure on the small business (and, in fairness, on the plaintiff as well) to settle the claim.  If nothing else, that’s $75 to easily “roll the dice”.  And what happens if the matter doesn’t settle?  The plaintiff does nothing, eventually a notice dismissing the claim is sent and the defendant gets to go after the plaintiff for costs thrown away.  Oh, and that’s where the fourth reason kicks in.

In 2007 the Osborne Report recommended, among other things, increasing the judgment amount from $10,000 to $25,000.  However, Justice Osborne expressly found that there was no need to change the method by which costs are awarded in Small Claims Court.  The costs regime is governed by a combination of Section 29 of the Courts of Justice Act (which caps the costs at 15% of the amount sought in the claim – so, a maximum of $3,750 for a $25,000 claim) and some Rules – mainly Rule 19 which provides for quite small amounts for fees.  For example, $50 for the cost of preparing and filing pleadings.  However, if you use a process server to file your defence, that will easily run you $30 (that’s not a criticism but a statement of fact) so the most you can get reimbursed on whatever legal fees you have to pay to draft and revise and finalize the Statement of Defence – $20 or less.  Meanwhile, Rule 13.10 provides that unless the Court determines that there are special circumstances, the costs of a settlement conference is not to exceed $100.

So, let’s look at a scenario where someone sues your small business, forces you to defend and then takes the matter to a settlement conference, the matter doesn’t settle and the plaintiff is convinced to let the matter just die and eventually the claim is dismissed as being abandoned.  What has it cost the plaintiff in terms of “hard” costs?  The $75 fee to have the Statement of Claim issued.  IF, and only if, the judge at the settlement conference orders that costs are to be paid (which is a rare event), then we have an additional $100.  Then we have the costs which can be awarded for preparing and filing the defence – $50 maximum.  And that’s the amount that you will get, $150, IF you go to the trouble of going to the court and asking for your costs to be paid.  Most people wouldn’t even bother.  With all due respect to Justice Osborne and his report, the failure to modify the costs system for Small Claims has left a huge hole in the system and is now, in part, why we see the increase in Small Claims Court claims.

The fifth reason is that not only do you not need a lawyer to have a claim in Small Claims Court (technically you don’t need one either in Superior Court or the other courts), but the rules and the system are geared towards helping people “do it themselves”.  That is not a bad thing at all.  But the simpler system also contributes to the number of people who have less than meritorious claims bringing those claims forward when a lawyer’s assistance might have shown them that their claims are doomed to fail for whatever reason.

These five reasons, combined with other lesser reasons, have contributed to the increase in the number of people willing to “roll the dice”, “take a run”, whatever phrase you wish to use.  While I have gone on rants in the past about one item or another, this is NOT a rant against the Small Claims Court system.  It has its faults, no question.  However, if there was a perfect system for dispute resolution, then there probably wouldn’t be a need for that system because we would also have found a way to avoid the disputes in the first place.  Moreover, every one of the changes that were made over the years were made for perfectly laudable reasons.  The point of this post is to show how a convergence of the different rule changes, some taking place recently, some in 2006, some going back for decades, appear to stand now for the possibility that your small business could face more litigation than in the past – with most of it taking place in the Small Claims Court for $25,000 or less.

How can you avoid or reduce this effect?  One is to have your standard contracts, purchase orders, etc. include alternative dispute resolution clauses – for example, any disputes under $25,000 have to go to arbitration.  Another way could be to provide for shorter limitation periods (for an amount of time less than two years) - so that if the plaintiff doesn’t sue in time you can bring a motion to have the claim dismissed.  But you have to remember that whatever you do you have both benefits and detriments.  For the two examples, the benefits are to avoid the lawsuit in Small Claims Court or to quickly kill the claim.  The detriments are, respectively, that with arbitration you can have severely limited appeal rights in some cases and if the limitation period applies to all parties then you could also be caught with more restricted deadlines if you want to sue.  As a result, any changes to your documentation to avoid or reduce the risk of being caught in this growing trend to sue in Small Claims Court should be discussed with your lawyer to ensure that any “positive” changes you make don’t find a way to backfire on you.

Something to think about.

CALC

I read an article that appeared in last week’s Your Business magazine in the Globe and Mail.  It is entitled “There Must be 50 Reasons to Leave Your Partner”.  Although the reference is to “partner”, it is not solely to a partnership in the purely legal sense, but, rather, a partnership in the generic sense – that is, whether the “partners” actually have a formal partnership, are in a joint venture or are shareholders in a corporation or some other arrangement.

The article talks about what happens when the two or more partners decide to go their separate ways and what to do about their business.

I have to admit, though, that there’s something about the lawyer they’ve quoted.  I agree with absolutely everything he said.  I hear he’s pretty good looking too … at least in his own mind

CALC

It’s coming on tax time again.  How many of you are having chills at just the thought?  Me too.  The difference, though, is that I know two things.  The first is that when it comes to the finer nuances of tax issues, I leave this to my accountant to advise upon.  The second is that many of my clients, despite my suggestions otherwise, tend to try to save money and not use accountants – at least for the first year or two and then they realize the cost-benefit relationship of having the accountant help you.  However, I realize that for that one or two years people will still try to go it alone.  If you are one of these brave soles, then I should try to help in at least a little way.

The Canada Revenue Agency has a guide for small businesses and their tax issues.  It can be found here.  It gives some advice on income tax, GST and HST issues, payroll taxes, etc.  Hopefully it is of some use to you.

CALC

I spent my lunch hour today with my colleague John Moore giving a seminar to small business owners on contract law and litigation issues relating to contracts.  One of the issues that arose related to governing law and attornment provisions.

Governing law provisions state what law is to apply to the contract.  For example, if a person in Ontario does a deal with a person in New York and they subsequently get into a dispute, is the contract subject to the laws of Ontario or New York?  There are a whole set of complex rules to determine this, but to avoid having to wade through these rules, it is much easier to simply say in the contract that the law of X will apply (whichever jurisdiction is X – and, in my example, X does not have to be the laws of either Ontario or New York if the parties want something different).  Meanwhile, attornment clauses provide for which courts have jurisdiction.  So the parties could say that all disputes will be determined by the courts in Ontario (or wherever the parties might agree).

In the context of this discussion a series of questions were raised about whether this really means anything.  For example, who cares if the law governing the contract is that of Ontario or that of Quebec.  It’s all the same thing anyways, isn’t it?  No it’s not.  It can be very close but in some instances there can be significant differences between the Common Law as exists in 9 of the 10 Canadian provinces and 49 of the 50 U.S. States and the Civil Law province (Quebec) or State (Louisiana).  In this case, “Civil Law” refers to those jurisdictions that take their laws from the French Napoleonic Code (aka Civil Code).  Let me give you two simple examples.

First, the common law has three basic requirements for a valid contract: there must be an offer made, that offer must be accepted and there must be “consideration” flowing from one party to another.  What is required for there to be “consideration”?  Something of value.  How much value?  Not much at all.  This has resulted in what is known as the “peppercorn theory”.  If, for example, I agreed to provide you with one year’s legal services in exchange for a single peppercorn, that is one heck of a bad deal on my part.  BUT, no matter how little the value of the peppercorn that’s enough as SOME value has been given for my year’s worth of services.  The common law courts require that there be some consideration, but they won’t look into its adequacy.  (Now, there are a whole host of exceptions to this general rule, but for the moment just run with it as being applicable.)  Consideration is a key element to having a binding contract.  So, if A says to B, “You’ll paint my house” and B says “Okay, I agree to paint your house”, under the common law there is no contract because no consideration flows from A to B in exchange for B agreeing to paint the house.  HOWEVER, under the Civil Law consideration is NOT a requirement.  Thus, using this example, by simply consenting to the obligation put forward by A, B has made a binding contract.  Long story short, if you are dealing with a business or customer in Quebec or other Civil Law jurisdiction, what you may have thought was not a binding obligation or a binding contract based on, for example, Ontario law could very well turn out to be  a binding contract under Quebec law.

The second example arises from Article 1375 of the Quebec Civil Code, which states:  “The parties shall conduct themselves in good faith both at the time the obligation is created and at the time it is performed or extinguished.”  Good faith performance of contracts is not a foreign concept to the Common Law.  However, despite several attempts to introduce the requirement of “good faith bargaining” leading up to the creation of the contract, the Common Law courts have gone to great pains to avoid finding that there is such an obligation.  As a result, unless you have made misrepresentations that  induced the contract, you can drive as hard a bargain as you wish.  That’s not the case in Quebec thanks to Article 1375.  Thus, an Ontario business looking to negotiate a deal with a Quebec business may find itself on the wrong end of a lawsuit if the Quebec business ultimately feels that the Ontario business took unfair advantage during the negotiations.

So, when you are negotiating a deal with a customer or supplier that is based in Quebec (or in Europe or other French colonies), there could be very significant differences as to whether the governing law for the contract is that of, say, Ontario or that of the other province or country.  Yes, in many ways the laws are the same, but where they differ the differences can be quite significant.

Something to think about.

CALC

I was reading a promotional discussion that talked about the advantages for business owners to operate their businesses through “offshore companies”.  First and foremost a little clarification.  By “offshore”, we’re really talking about foreign companies or, more specifically, non-Canadian or American companies – hence, outside of Canada’s shores or “offshore”.  The particular discussion I was reading related to setting up companies in the United Arab Emirates but many of these companies relate to Caribbean or European companies – usually in small countries or principalities (for those who want to set up businesses in, say, Lichtenstein).

The thing I smiled the most about when it came to this particular discussion was the title that suggested that it was better to be safe than sorry and the connotation was that you were safer with an offshore company and sorry if you stayed with your plain-old Canadian company.  The discussion also touted the benefits that, in this example, the UAE companies didn’t have to pay Canadian taxes but only UAE taxes, you didn’t have to be a resident of the UAE, the company could have non-UAE bank accounts, etc.  These types of claims are made for the other offshore companies as well.

The first problem with offshore companies is that they involve a huge leap of faith.  Since you are not in the UAE (or Bermuda or Lichtenstein, etc.), there is always the possibility that someone unscrupulous could take over control of your company.  Will it happen every time?  No.  But then again, you have better control of the situation with a Canadian company than with an offshore company.

The second problem is that before you ever get involved in any of these companies you should get specialized taxation advice.  And, even then, you are probably best off to get two tax opinions.  Why is that?  Because it is not uncommon for the promoter to send you to a tax specialist who may not be completely independent.  Unfortunately, some of my clients have learned this the hard way.  This is not to say that the tax expert is somehow “in cahoots” with the promoter, but it is possible that the tax expert may not give enough emphasis to the downside risks that a truly independent expert may put on the situation.

A third problem, which is related to the second problem, is that these promoters may only be focusing on part of the issue.  For example, in this particular discussion, the person was promoting the fact that there was a tax treaty with the UAE that prevented double-taxation.  Fair enough, but this may not be the entire picture.  For example, if the UAE doesn’t tax on dividends at all, then it’s not an issue of double-taxation.  Rather, you still might have to pay Canadian tax with the result that you are still paying the same tax you would have had to pay if you had gone with a Canadian company.  Or, let’s suppose that the UAE tax rate is 30% while the Canadian rate is 35%.  You may not have to pay 65%, but you may still be required to pay 30% to UAE and 5% to Canada – again, no real net savings – and at the cost of the loss of some control over your company.

A fourth issue is to remind you that even if you have an “offshore company”, if you are intending to do business in Ontario, you will still have to register your company as an “extra-provincial corporation”.  The result is that you now have to not only submit whatever corporate forms or returns are required by the offshore country but also whatever Ontario requires.  Is this extra work offset by the potential savings of being offshore?  Maybe.  Maybe not.  But you should take this factor also into consideration.

Finally, a warning of how things could go very wrong.  One of my old clients invested in offshore corporations and sent money to what proved to be fraudsters.  They made off with $20 Million.  The problem was that my client’s money was tied up in U.S. stocks that had been earned through stock options.  The shares were in the client’s name and could not be moved to someone else without incurring huge tax consequences.  However, the client wanted to keep these shares for the benefit of the client’s heirs – which resulted in a further problem because the U.S. had huge estate taxes that would give money to the U.S. government which was unfair since the client and the client’s relatives all lived in Canada and had never worked in the U.S., all work done for the stock options was done in Canada and the only tie to the U.S. was the fact that the shares were traded on the NYSE.  So, the client implemented a tax structure that would minimize the impact through the use of offshore companies that was legitimate, but because control could be taken by the “foreigners”, that did occur and the client lost $20 Million.  After following the monies from the Caribbean to New York, to Europe and then back down through several Caribbean countries, we eventually found $12 Million and then had a huge fight over that money that cost the client tons of money in legal fees for lawyers in many countries.  In the process, the client’s house was sold, the client suffered financial and emotional strains and whatever benefits might have been gained were completely wiped away and then some.  Moreover, the client still had money to be able to fund the lawyers and the financial experts to follow the money and eventually get part of it back.  You may not be able to afford such a process.

Does this mean that all offshore companies are scams and should be avoided?  No.  But they can be fraught with danger and it’s something you should not go into lightly.

Something to think about.

CALC

I read an interesting article submitted to a LinkedIn group of which I am a member.  The author has suggested that entrepreneurs should think about selling their businesses sooner rather than later.  Of course, for tax reasons, it might have been better for him to suggest this topic a few months ago while people could take advantage in 2009 but so be it.  In any event, some of the reasons given were:

• Many of the baby boomers will be looking at selling their businesses in the next few years as they reach retirement age and there will be a glut of businesses up for sale on the market; and
• There is a whole whack of money sitting on the sidelines right now not being used in the investment market and its ripe for going after before either it is used in the markets again or for investing in the businesses when they are sold by the baby boomers.

I’m not sure that I completely buy the first suggestion.  I’ve read a whole bunch of articles that actually suggest the opposite – namely, that as the baby boomers reach retirement they will quit their desk jobs, take their pensions and go off to run small or micro-businesses to give them something to do all day.  As for the availability of money, I suppose that could be true, but then you read in the papers these days that there isn’t really all that much cash that’s available for small businesses and, so, I don’t think things will be all that different in a couple of years.

So when should you sell your business?  When you can get the most money for it.  Now, you’re probably sitting back going “That’s great, genius, thanks a lot for telling me something I already knew!”  Fair comment – but that’s why I’m the lawyer and not the business consultant.  However, if and when you ever do decide to sell your existing business or buy into a new business, that’s when I can help with the “red tape” involved in the sale or purchase.  As for the timing, speak with the consultant.

Happy New Year!

CALC

Bah Humbug! appears to be the more appropriate response this year.  I haven’t had a rant for a while, so here goes.

In previous years, December was the time when litigators prepared for a long winter’s nap (of at least a few weeks) while corporate lawyers went crazy.  The problem for corporate lawyers was that their clients usually wanted to finalize deals or corporate reorganizations or whatever before the December 31 year end.  So I would watch my colleagues on Bay Street who practice only corporate or commercial law enjoy their summers playing golf with clients and being somewhat slow in terms of productivity only to watch them pay for it dearly when November and December came around and they were in the office 24/7.  As for the litigators or those with a more varied practice, we just kept plugging along at roughly the same pace throughout the entire year.

This year, however, appears to be the exception to the norm.  In the last three days, for example, I have opened five new files and have rushed around like a chicken with my head cut off on a potential injunction matter related to an existing bankruptcy of a major retail chain (I act for one of the suppliers that is trying to avoid being forced to ship merchandise that may well never be paid for).   I will also get to spend part of this weekend drafting three new Statements of Claim for clients who have decided that it’s finally not worth it to negotiate any further with the other side.

I have never seen a busier December – it’s only the 12th! – and people are in a suing mood.  Is it a lack of Christmas spirit?  Is it because there are less Christians per capita than previously or that more of those who say they are Christians have lost the faith so this time of the year doesn’t mean as much as it used to?  Is it that the economy has rebounded enough and quickly enough that people are willing to pay the money to sue?  Is it that more lawyers are taking matters on contingency or on speculation rather than charging hourly rates?  Is it that the economy hasn’t rebounded enough causing people to fight over whatever scraps remain?  Has there been too much cloud in the sky lately causing an early arrival of “seasonal-affective disorder”?  Is it because the Leafs, Raptors, Jays and Argos all have had crappy seasons this year so there are no happy sporting distractions?  Or is it all just one big coincidence?  I expect it’s some of the above and probably other matters that haven’t been mentioned.

Oddly enough, it’s not just me who is busy.  A talk with my friends at other law firms reveals that they’re all going crazy this year too.  But whatever the cause of this increase in litigation, my recommendation is to keep your head down and watch your manners with customers, suppliers and others and hope that you don’t get caught in the wave.

And, so, despite the “Bah Humbug” attitude that seems to be prevailing right now, I’ll take this opportunity (admittedly a little early) to wish you all a Merry Christmas and a Happy New Year!

CALC

There has been a lot of buzz in the Toronto media for the past few days over an offer by Ashley Madison to advertise on Toronto Transit Commission buses or streetcars.  For those who don’t know, Ashley Madison is, for lack of a better expression, a dating service for people who are married who want to cheat on their spouses.  I have to admit that I am not a member of Ashley Madison so I do not know exactly how they work.  However, as a natural-born nightowl, I see their commercials often on late night TV and have always wondered if they are open to a lawsuit.  The claim would be for  inducing breach of contract and the claim would be made by one or both of the spouses who were cheated on.

Now, if nothing else, it would appear that Ashley Madison has a niche market and most small businesses would not have to worry about claims from innocent spouses, but it provides a good excuse for me to explain the law of inducing breach of contract.  As described in a court case earlier this year, to successfully claim for someone inducing breach of a contract the plaintiff must establish:

An example of where this might occur would be where Company A has a long-running supply arrangement with Company B.  Company C comes along, knows of this arrangement, and purposely tries to “undercut” Company A in an attempt to steal away the business of Company B.  As you can see from the requirements, in this example Company C has to not only know of the contract, but it must go to Company B with the intent of causing (and, in fact, causes) Company B to breach its contract with Company A.  Not the easiest thing in the world to prove.  However, in today’s economic climate where more companies are fighting to get smaller shares of existing work, claims for inducing breach of contract may become more common.

So, if you are considering going after new business with a potential customer who has been involved in a long-term supply or other relationship with a competitor, you may want to be more cautious about your sales pitch.  Similarly, if you find that your customer with whom you have long-term contract suddenly decides to go with someone else, you may have a claim not only against the customer for breach of contract, but also against your “replacement” for causing the customer to breach the contract.

Something to think about.  … And if there are any disgruntled spouses with lots of money to spend on litigation who want to take on Ashley Madison (which seems to have lots of money to fight the lawsuit based on what they were offering to the TTC to advertise on the buses), then give me a call as that would be a very interesting case to take – assuming you could prove that your spouse wouldn’t have left you if it hadn’t been for Ashley Madison’s “assistance” (and good luck proving that).

CALC