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Vol 16 (2018) - Issue 1

Canada case report: Return to commercial sense in interpreting disclosure obligations

Geoffrey B. Shaw, Christopher Horkins and Frank Robinson, Cassels Brock and Blackwell LLP, Toronto, Ontario, Canada

On January 25, 2018, the Ontario Court of Appeal released the closely followed decision in Raibex Canada Ltd. v ASWR Franchising Corp. The decision provides much needed clarity on the pre-contractual disclosure obligations imposed on franchisors under Ontario’s franchise statute, the Arthur Wishart Act (Franchise Disclosure), 2000 (the “Wishart Act”). This article sets out a detailed analysis of the background, arguments and implications of this decision for franchising in Canada.

The validity of arbitration clauses in franchise agreements in Brazil

Paula Mena Barreto, Campos Mello Advogados, Rio de Janeiro, Brazil

The validity of arbitration clauses in franchise agreements is a contentious matter in Brazil linked to the question of whether franchise agreements can be characterized as adhesion contracts. The case law analysed in this article indicates that Brazilian courts take different views depending on the facts of each specific case. This affects not just the validity of the arbitration clause, but also whether a court or arbitral tribunal is competent to determine the validity of such clause.

UK case law update

James Fowler, Bird & Bird, London, UK

Recent cases before the UK courts emphasise the perils of relying on the courts to imply terms into a contract and caution that the remedies available to a franchisor on termination of the franchise relationship should be proportionate to the severity of the franchisee’s acts. These English law cases demonstrate the importance of taking appropriate legal advice at each stage of the franchisor-franchisee relationship.

From the desk of the GC

Mark Abell, Bird & Bird, London, UK

An interview with Daniel Waddell, Senior Counsel, Papa John's International