Vindication for Persistent Pedants: Why Contractual Notice Provisions Deserve Careful Consideration?
In mergers and acquisitions, the devil is often in the details, and nowhere is this more evident than in the seemingly mundane "boilerplate" provisions.
The recent decision by the Ontario Superior Court of Justice in the case SpaceBridge Inc. v. Baylin Technologies Inc., 2023 ONSC 4146 [SpaceBridge] underscores the critical importance of meticulous drafting of contractual notice provisions, frequently relegated to an afterthought.
In this post, we explore, by reviewing SpaceBridge, how a few overlooked words can dramatically alter the resulting contractual obligations, in the context of indemnification claims.
Brace Yourself: Court of Appeal for Ontario Upholds Non-Compete in Transfer of Dental Practice.
In many industries, such as healthcare, consulting, and professional advisory services, client relationships and goodwill are integral to the value of the business. Upon a business sale, the purchaser will need time to build trust with clients, and reasonable restrictive covenants are essential to preserving the value of the business while ensuring that the purchaser gets what they bargained for.
But what is “reasonable” as a restrictive covenant in the realm of business sales?
In this blog post, we look at the recent decision by the Court of Appeal for Ontario in Dr. C. Sims Dentistry Professional Corporation v. Cooke, 2024 ONCA 388, 172 OR (3d) 376 [Sims], where the Court provides insights into this question and on the broader enforceability of restrictive covenants in commercial agreements.