The architecture of commercial relationships — asset and share transactions, commercial leases, secured lending, and the contracts that make ordinary business possible.
The value of a well-drafted commercial agreement is not apparent when the deal is signed. It becomes apparent, often years later, when the relationship comes under pressure — when a supplier fails to deliver, when a tenant stops paying rent, when a borrower defaults. In that moment, the agreement either answers the question or it does not. Drafting is the work of anticipating those moments in advance.
Avion Law advises on the full range of commercial transactions: buying and selling businesses, negotiating commercial leases, documenting loans and security interests, and drafting the supply, distribution, and services agreements that keep businesses operating. We bring the same discipline to a $50,000 lease as to a $5,000,000 share purchase — because the legal structure either works or it does not.
Purchase and sale of business assets — equipment, inventory, goodwill, intellectual property, and real estate. Asset transactions are often preferred by purchasers for liability reasons and require careful allocation of consideration.
Purchase and sale of the shares of a private company. Share transactions are often preferred by vendors for tax reasons and require extensive due diligence, disclosure schedules, and representations and warranties.
Review and negotiation of commercial leases for landlords and tenants. Particular attention to rent escalation, operating cost inclusions, assignment and sublet rights, restoration obligations, and renewal terms.
Documentation of secured loans, including general security agreements, personal property security, and the PPSA registrations required to perfect a security interest in Ontario.
Drafting, review, and negotiation of supply, distribution, services, licensing, and confidentiality agreements across industries.
Review of franchise disclosure documents for prospective franchisees, and preparation of disclosure documents and agreements for franchisors operating under the Arthur Wishart Act.
Ontario commercial law is built on a combination of statute and common law. Contract formation and breach are governed by common-law principles refined by centuries of case law. Sale of goods is governed by the Sale of Goods Act, which codifies implied terms of title, description, and merchantable quality — terms that often survive attempts to exclude them unless the exclusion is carefully drafted.
"There is an implied condition on the part of the seller that… he has a right to sell the goods… [and] that the goods shall be free from any charge or encumbrance in favour of any third party…" Sale of Goods Act, R.S.O. 1990, c. S.1, s. 13
Secured transactions — loans where the lender takes security over collateral — are governed by the Personal Property Security Act. A security interest must attach, and then be perfected, in order to bind third parties and to survive the debtor's bankruptcy. Perfection in Ontario is typically accomplished by registration of a financing statement under the PPSA. The priority of competing security interests is determined by the PPSA's ordering rules — rules that do not always follow intuition and that a careful commercial lawyer must know cold.
Commercial leasing is governed by the common law of landlord and tenant as modified by the Commercial Tenancies Act. The Act sets out the rights and obligations of commercial landlords and tenants — including, importantly, the landlord's right of distress and the specific steps that must be followed to re-enter commercial premises on default.
Franchise disclosure obligations in Ontario are governed by the Arthur Wishart Act (Franchise Disclosure), 2000. A franchisor must provide a compliant disclosure document to a prospective franchisee at least fourteen days before the signing of any agreement or the payment of any consideration. Failure to comply gives the franchisee statutory rescission rights — a remedy with severe consequences for the franchisor.