The Supreme Court’s decision in Ledcor Construction Ltd. v. Northbridge Indemnity Insurance Co., 2016 SCC 37, is notable for two reasons: (1) it defines the scope of the “faulty workmanship” exclusion in builders’ risk insurance policies; and (2) it creates an exception to the holding in Sattva that contractual interpretation is a question of mixed fact and law subject to deferential review on appeal. The case involved an insurance claim by the general contractor and the owner of a newly constructed building for the replacement of windows scratched by cleaners prior to completion of the construction. The court restored the original trial decision that the faulty workmanship clause excluded only the cost of redoing the faulty work of the window cleaners, but not the $2.5 million cost of replacing the windows. On the issue of appellate interpretation of standard form contracts the court said: In my view, where an appeal involves the interpretation of a standard form contract, the interpretation at issue is of precedential value, and there is no meaningful factual matrix that is specific to the parties to assist the interpretation process, this interpretation is better characterized as a question of law subject to correctness review. (para. 24) For comments on the implications for the insurance and construction industries see: What A Pain In The Glass: The Supreme Court Of Canada Impacts Construction And Insurance Industries – Dentons Faulty Workmanship Exclusion In A Builders’ Risk Policy Excludes Only The Cost Of Re-Doing The Faulty Work: Supreme Court Of Canada – Construction Law Canada Supreme Court of Canada Ruling on "Faulty Workmanship" Exclusion – RBS For comments on appellate standard of review see: Supreme Court Re-Opens the Door to Appeals on Questions of Contractual Interpretation: Ledcor, Sattva and the Interpretation of Standard Form Contracts – Blaney McMurtry LLP Top court widens scope for appeals of insurance contract disputes – Legal Feeds Canadian Contractual Interpretation Just Got More Difficult – Bennett Jones

In Davis v. Saltel et al., 2016 MBQB 178, a business consultant who invested $175,000 USD in two startup software companies that ultimately failed was unsuccessful in his application for a declaration (pursuant to s. 234 of The Corporations Act) that the company directors exercised their powers or conducted their business in a manner that was oppressive, unfairly prejudicial or which unfairly disregarded his interests. The court found that the investor was clearly cognizant of the fledgling nature of the business and the corresponding inherent risk to his investment and that his assertions as to his reasonable expectations were not only not supported by any documentary evidence, but were often contradicted by the documentary evidence. Moreover, the investor was not able to demonstrate conduct on the part of the directors that was unfair.

In Pitblado LLP v. Houde, 2016 MBQB 177, the court dismissed a law firm’s motion for summary judgment to set aside a property transfer at undervalue (ss. 2 and 96 of the Bankruptcy and Insolvency Act) between a bankrupt husband and his wife, who also later made an assignment into bankruptcy. The wife argued that she gave good and valuable consideration to the husband sufficient to validate the transfer by forgiving a $10,000 loan, paying off his debts and supporting him financially. The court found that while the law firm had presented a prima facie case for its claim, the real issue of whether the transfer was for no or minimal consideration is a question that must be determined on the evidence, based on an assessment of the credibility of the husband and wife. The court declined to apply an Australian decision to find that the payments for household debt and living expenses could not be consideration for the transfer of the half interest in the property.

In Boeing Canada Operations Ltd. v. Winnipeg (City) Assessor, 2016 MBQB 175, the court quashed an order of the Board of Revision applying a penalty provision under The Municipal Assessment Act to order a one year deferral of a $3,575,000 reduction in the assessed value of property leased by Boeing. Boeing was responsible for paying taxes on the property, but was not made aware of the fact that the property owner had failed to comply with the City Assessor’s request for information needed to reassess the property. As a result of the application of the penalty provision Boeing became obligated to pay in excess of $90,000 in taxes through no fault of theirs. The court rejected the Assessor’s argument that judicial review was inappropriate given the existence of an alternative remedy within the administrative process (an appeal to the Municipal Board). In this case, said the court, where the legislation is silent on the question of an appeal against a decision deferring the reduction in the assessment value only, and where issues of fairness and undue process are raised, the courts are better placed than municipal boards to decide the matter.

The Consumer Protection Amendment Act (High-Cost Credit Products), S.M. 2014 c.12 was proclaimed in force effective September 1, 2016. The new payday loan legislation regulates businesses that offer, arrange, or provide high-cost credit products, regardless of whether they are based in Manitoba or not. Under the new law these businesses must be licensed with the Consumer Protection Office. Potential borrowers must be given a detailed information disclosure document prior to a deal being signed and may cancel and repay their loans within 48 hours without penalty. For further information see the explanatory note to the bill, the government news release, or this Blakes blog post. Corporations Canada announced minor housekeeping modifications to regulations to the Canada Business Corporations Act, the Not-for-profit Corporations Act and the Canada Cooperatives Act last spring. The amendments were published in the Canada Gazette.

The Department of Finance Canada released Supporting a Strong and Growing Economy: Positioning Canada’s Financial Sector for the Future, a consultation document for the review of the federal financial sector framework, on August 26, 2016. The stated goal of the review is to assess whether the financial sector legislative and regulatory framework effectively supports growth and positions the sector to meet the federal government’s policy objectives of stability, efficiency and utility. Responses are invited until November 15, 2016.

The Competition Tribunal issued a Practice Direction on mediation in June, providing guidance on such issues as requests for mediation, selecting a mediator, setting the scope for mediation, and the procedure to be followed in matters before the Competition Tribunal.

Huma, (the Standing Committee on Human Resources, Skills and Social Development and the Status of Persons with Disabilities) released its latest report on the Temporary Foreign Worker Program on September 19, 2016. Some of the many recommendations for overhauling the program are discussed in this Canadian Lawyer article.

Purchase & Sale of Businesses and/or Business Assets: Labour & Employment Law Issues – this paper explores the common labour and employment law issues in the purchase and sale of a business and gives practice tips for solicitors, litigators, and corporate entities involved in these transactions. Uber & the evolution of Canadian transportation legislation – this Fillmore Riley article provides insight into why Uber has not expanded into the Manitoba market. Protecting Intellectual Property – this commentary by Ned Brown discusses a recent BCCA judgment concerning security interests in intellectual property. Business Law for Startups – this Pitblado LLP whitepaper redflags the legal challenges for startup businesses, reviewing the key areas of law, business structures, tax considerations, intellectual property, employment agreements and securities law concerns. Tips for Startups – So You Want to Crowdfund? – this McMillan bulletin looks at the advantages and disadvantages of crowdfunding, a growing finance innovation in the startup community. Where IP intersects with competition law – this Law Times article looks at why the release last spring of the Competition Bureau’s updated Intellectual Property Enforcement Guidelines has reinforced the need for competition and IP lawyers to understand how the two areas of law intersect. Ashley Madison Security Breach: Lessons Learned and Valuable Recommendations for all Businesses – this BLG article discusses the recent report of the Office of the Privacy Commissioner of Canada concerning the Ashley Madison data breach and the lessons it contains for all organizations subject to PIPEDA. Enforcing US Judgments in Canada: A Practical Guide – this Fasken Martineau DuMoulin LLP paper reviews the significant developments in Canadian law respecting the recognition and enforcement of foreign judgments in Canada over the past 25 years and provides practical advice on how to meet the legal and procedural requirements to enforce such judgments in Canadian courts.

The 2016 Isaac Pitblado Lectures, Pimohtéwin tati‎ mínowastánowahk (Journey to Reconciliation): Lawyers Called to Action, will examine the Calls to Action issued by the Truth and Reconciliation Commission and explore the role of lawyers in renewing relationships between Indigenous and non-Indigenous people in Canada. The lectures will be held November 4-5, 2016 at the Fort Garry Hotel. To hear from 2016 Isaac Pitblado Lecture Organizing Committee Co-Chair Judge Kenneth Champagne about why you should attend the 2016 Pitblado Lectures click here. Register by this Friday, September 30, 2016 to take advantage of the early bird rate.

Hot Topics in Real Estate (Brandon edition) - This popular program has been adapted for lawyers practising in the Brandon area and includes a review of transactions impacted by the Canada National Parks Act. It takes place on October 19, 2016, from 1:00 to 4:00 pm at the Victoria Inn, Brandon. Mortgage Sale and Foreclosure: Two Perspectives - Russell Davidson (LTO) and Albina Moran (TDS LLP) will offer different perspectives on the complicated mortgage sale and foreclosure process at this lunch session on October 26, 2016. Register soon to attend in-person or by tele-conference. Credit Counselling Society Webinars – the Law Society has partnered with the Credit Counselling Society to offer fundamental financial management webinars. Register to attend the first of two webinars, The Truth about Credit, on October 28, 2016. Financial educator, Tim St. Vincent, will discuss how credit cards and ratings can have a negative impact on financial status and how this can be repaired. Hot Topics in Wills and Estates (Winnipeg session) – Put your name on the wait list to attend this sold out program dealing with current issues facing wills and estates practitioners. Topics to be considered include estate planning for common-law couples and blended families; family farm transfers; and educating clients on unintended distributions. The program takes place from 1:00 to 4:00 pm on November 8, 2016 at the Law Society classroom. Plain Language Communication – learn to communicate more effectively using plain language at this lunch program to be held November 23, 2016 at the Law Society classroom. Registration discounts apply to students and teleconference participants. NEW Language Rights Rule – this lunch hour program on November 24, 2016, will examine ethical and professional obligations under the new Code of Professional Conduct rule on language rights and offer practical suggestions for both solicitors and litigators to meet those requirements. You are Not Alone: The Lawyer’s Guide to Dealing with Anxiety – learn how to recognize and manage anxiety at this highly recommended program developed specifically for Manitoba lawyers by the Anxiety Disorders Association of Manitoba. Take advantage of our reduced rate and register to attend on November 29 or 30, 2016, from noon to 1:30 pm. Land Titles eForms 101 – Join Registrars Davidson (LTO) and Terra (Property Registry), and KK Pinkowski (Aikins) as they walk you through the new discharge, mortgage, caveat and transfer eForms now in use at Land Titles. Register for one of two offerings to be held December 6 (pm) or December 7(am), 2016, at the Law Society classroom.

Dismissal Claims – Summary Judgments (Avoiding a Trial) – Presenter Kristin Gibson will review how summary judgment can be used as an alternative procedural option to deal with substantive issues in wrongful dismissal claims at this lunch program on October 19, 2016. The program takes place from noon to 1:30 pm at the offices of Aikins, MacAulay & Thorvaldson LLP.