Just like countless businesses and individuals all over the world, RSS was hit by the COVID-19 crisis. As numerous sectors of the economy ground to a halt, our activities were significantly reduced.
Significantly, but not completely!
Since legal services were promptly declared essential services by the government, we washed our hands, donned our masks, and continued to respond to clients’ needs.
In addition to advising numerous clients, particularly landlords and tenants, on the impact of COVID-19 and “force majeure” clauses, RSS lawyers have been involved in a number of transactions, notwithstanding the economic effects of the pandemic, including acting for one of the syndicated lenders in a multi-million dollar secured real estate loan, the representation of Silver Paw (a Montreal-based designer, manufacturer and distributor of specialized pet products) and its founders upon the entry of a major fashion-based investor, the publication of a lease for aircraft spare parts, acting on behalf of several debtors in connection with the renewal of their financing arrangements, and the preparation of shareholder and other agreements for various clients.
Tax, Estate Planning and High-Net-Worth Individuals
Marilyn Piccini Roy was re-elected as Secretary of The International Academy of Estate and Trust Law.
Advised on the migration of a US trust to Quebec by means of a change of trust situs and governing law. Marilyn Piccini Roy.
Advised on the amendment of four Quebec trusts with US beneficiaries to resolve tax problem with respect to the application of US “throw-back rules” to undistributed net income. Marilyn Piccini Roy, Martin Lord, William Dion-Bernard.
Provided a legal opinion concerning civil and tax law implications of maintaining status both as legal spouse and de facto spouse. Marilyn Piccini Roy, William Dion-Bernard
Advised on a change of matrimonial regime during the marriage and on a hybrid marriage contract, where the matrimonial regimes of partnership of acquests and separation as to property would govern different property. Marilyn Piccini Roy.
Provided a legal opinion on the meaning of the term “issue” and “descendant” in a trust agreement with respect to the filiation of children born of assisted procreation in the context of a parental project. Marilyn Piccini Roy.
Real Estate and Leasing
Advising the owner of an apartment building on the measures to implement to avoid the propagation of COVID-19. Martin Côté, Sara Laraichi.
Representing a tenant sued by the lessor for the payment of rent on the basis of the construction of a challenged clause in the lease. Sara Laraichi.
Insolvency and Restructuring
Successfully defended a creditor before the Court of Appeal of Quebec against the appointment of an interim receiver under s 47 of the Bankruptcy and Insolvency Act. Annie Claude Beauchemin, Jean-Yves Fortin, Elyssa Leiberman.
Intellectual Property
Represented Magnolia IP Holding, LLC, holding of Magnloia, a US company in the decoration industry, to have the MAGNOLIA trade-mark expunged under s 45 of the Trademarks Act after it had been registered by a third party. The proof of use provided by the owner of the trademark did not meet the recognized criteria. François A. Raymond.
Applications for expungement of trademarks for non-use under s 45 in relation with sweaters, shirts, and other men’s clothes; with beds, mattresses, pillows, blankets and related goods; and with hair care preparations, hair shampoos and conditioners. Richard Uditsky, François A. Raymond, Sydney Warshaw.
Labour and Employment
Defended an advertising company against a claim before the Administrative Labour Tribunal by a vice-president dismissed for his unsatisfactory performance. David Paradis, Jean Denis Boucher.
Defended a transport brokerage firm against threats of an injunction based on alleged violations of non-solicitation clauses by ex-employees of the plaintiff hired by our client. David Paradis, Normand Laurendeau.
Defended a pharmaceutical company against a complaint to the Human Rights Tribunal by an individual who falsely submitted his application. David Paradis, François A. Raymond.
Advised and represented SMEs that had to make layoffs and dismissals due to the COVID-19 pandemic. David Paradis.
Acted for mid-managers dismissed without just and sufficient cause in the negotiation of their severance pay. David Paradis.
Drafting employment contracts and non-competition and non-solicitation covenants for SMEs. David Paradis.
Advised to a unionized SME in the food business: advice and follow-up in connection with multiple grievances (disciplinary matters, layoffs, union dues, etc.) filed by the union. Eliab Taïrou.
Advised a national unionized bus transit company on the impacts of COVID-19: changes in working conditions, layoffs of both unionized and non-unionized workers, and advice on the required postponement of the return-to-work date for unionized seasonal workers. Eliab Taïrou.
Acted for a national freight company in an arbitration under the Canada Labour Code relating to the termination of a trucker’s employment (broker). Provided advice to this client regarding employees having a second job in relation to the risk of COVID-19 contamination. Eliab Taïrou.
Provided advice and follow-up to a worker placement company in relation to the various financial assistance programs offered by the federal government to combat the consequences of the pandemic. Eliab Taïrou.
Acted for a multinational insurance company in connection with the allegedly unjust dismissal of a worker holding the position of Senior Manager. Eliab Taïrou.
Acted for the employer in an application to issue an order to maintain certain activities of a longshoremen’s union in a labour dispute. Federal legislation. Jean Denis Boucher.
Represented an employer against a complaint for psychological harassment, which was dismissed because the worker failed to report the facts to the employer. Eliab Taïrou.
Acted for the employer in a proceeding to determine whether a worker has suffered an occupational injury in the form of an industrial accident or recurrence, relapse or aggravation of a previous injury. Eliab Taïrou.
Represented the employer against a worker’s application to be relieved from the consequences of the late filing of her complaint for prohibited practices under s 122 of the Labour Standards Act. Normand Laurendeau.
General Litigation, Arbitration and Mediation
The Quebec courts, including the Superior Court, Commercial Division, District of Montreal, resumed their activities in progressive fashion as of Monday, June 1. On that very day, RSS attended court on behalf of a shareholder involved in a dispute within a family company. RSS obtained an order forcing the other shareholder/director to cease unilaterally declaring dividends, withdrawing funds from the company’s bank accounts and using the company’s credit facilities. Defendant’s signing authority on behalf of the company was temporarily suspended, including for all transactions with the company’s financial institutions. Defendant was also ordered to cease making certain false statements to the company’s suppliers and clients to the effect that the company had ceased operations. Jean-Pierre Sheppard, Lauren Flam.
Represented a co-owner, one of family members who were partners in co-proprietorship of several buildings for many years and could no longer get along. There were issues of revenues being diverted by one of the family members, failure to account as to the management of the buildings and other issues which made continuing with the co-proprietorship unfeasible. Despite the above, one of the co-owners refused to agree to sell the buildings. Given this refusal, RSS obtained a judgment ordering the sale of the buildings and distribution of the net proceeds of sale. Jean-Pierre Sheppard, Sara Laraichi.
Defended the University of Montréal against applications for interlocutory or provisional injunctions and safeguard orders filed by a dentistry student and a former law student who were challenging disciplinary measures imposed by the University. One of these cases, where the plaintiff alleged having been the victim of discrimination for his language and his political opinions, was also filed with the Human Rights Tribunal, where RSS challenged the Tribunal’s jurisdiction by pleading for a restrictive construction of the individual right of action under s 84 of the Charter of Human Rights and Freedoms. Martin Côté, Béatrice D’Anjou.
Represented a stockbroker in proceedings for an interlocutory injunction and a safeguard order to bring an end to a slander campaign by his former employer. Jean-Pierre Sheppard, David Paradis, Marianne Poliquin.
Represented the lessor under a commercial lease in an application for a safeguard order and an arbitration to recover rents owing by a tenant who fled after trying to steal goods under a hypothec. Normand Laurendeau, David Paradis.
Provided advice and representation to a multi-university student union to enforce the Act respecting the accreditation and financing of students’ associations. Martin Côté, David Paradis.
Represented a real estate developer who was suing the owner before an arbitration tribunal for the payment of his fees. Annie Claude Beauchemin, Geneviève Goulet, Sara Laraichi.
On June 10, 2020, the Court of Appeal confirmed that the unjustified refusal by a controlling shareholder/director to honor a verbal promise to issue shares constitutes oppressive conduct. RSS represented an individual who was promised shares by the controlling shareholder/director of a corporation for which he had worked for over three years without receiving pay. The Superior Court found that the refusal to issue the promised shares unfairly disregarded our client’s expectations, thereby entitling our client to one of the many remedies available to minority shareholders under the Canada Business Corporations Act. The Court decided to award our client a sum of money equivalent to the current value of the promised shares, or the value of the services rendered, whichever is higher. The Court ordered that the value of the shares be determined at the corporation’s sole cost and expense by professional valuators. The Court’s decision to award a sum of money as compensation was intended to prevent future litigation between the parties, which would have likely occurred had the Court simply ordered the corporation to issue the promised shares. Jonathan Feingold, Sydney Warshaw.
Successfully recovered over $200,000 in damages from an investment firm after clients suffered a loss based on faulty or negligent investment by their financial advisor. Jean-Pierre Sheppard, Elyssa Leiberman.
Successfully represented a former player of the Montréal Canadien hockey team in a claim for the repayment of a term loan that he had granted. Martin Côté, Sara Laraichi.
Professional and Social Involvement
In May, RSS announced the launch of the Regroupement des firmes de services professionnels indépendantes — the RFSPI. Today, the Regroupement is an alliance of 225 Quebec-owned firms united to promote their expertise with Quebec decision-makers, who will have to make crucial judgments over the coming weeks in the interest of their businesses.
Through its website, firmesindependantes.com, the RSFPI brings together the business community and local service providers who have made it their goal to prepare businesses to resume operations.
Geneviève Goulet has completed the University Certification in Corporate Governance programme, thus becoming a Certified Corporate Director (Administratrice de sociétés certifiée, ASC). The only programme of its kind in Quebec, it was designed for corporate directors and officers sitting on corporate boards aiming to reach the highest standards of corporate governance.
Martin Côté was the guest speaker for a Webinar hosted by the Bar of Quebec on solicitor-client privilege for in-house counsel, and on litigation privilege.
He took part in another activity hosted by the Bar when he presented a lecture on “SLAPPs : Where do we stand ten years after the coming into force of the rules in the Code of Civil Procedure to counter SLAPP proceedings”.
Finally, Martin was elected Chair of the Board of directors of the Fondation des Camps Odyssée, a charity that promotes development and education of youngsters through the experience of nature in vacation camps.
Sharon G. Druker wrote a paper in the Estates, Trusts & Pensions Journal: “The Impact of the Act Respecting the Transfer of Securities and the Establishment of Security Entitlements in Determining the Validity of a Gift under Québec Law: A Case Comment on Labis v. Labis”, (2020) 39 ETPJ 213.
William Dion-Bernard took part in two professional education activities related to private client matters:
- On Thursday, February 6, he summarized recent cases on trusts and estates as part of a seminar on trusts hosted by the Association de planification fiscale et financière;
- On Tuesday, February 11, he presented an introduction on estate law at a breakfast conference hosted by RSS, in association with the Canadian Bar Association, Quebec Division.