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A Snapshot of our Recent Activity — Business Law

Assembled by Herbert Z. Pinchuk, Head of our Business Law Group

February 3, 2020 — A periodical glimpse into the wide variety of deals and cases that RSS handles each and every day. From helping start-ups and assisting individuals to working along major corporations, we provide the complete scope of legal services.

M&As, Financing and Business Transactions

Representation of a major Canadian footwear company in the sale of its business. Barry H. Shapiro, Sharon G. Druker, Elyssa Leiberman.

Regularly acting for borrowers in the negotiation and review of financing documents including loan agreements, hypothecs, assignments of insurance policies and the preparation of legal opinions in relation thereto. Rhona Luger.

Representation of the seller and buyer in the sale of a professional (dental) practice, related tax planning and lease expansion matters, a $250,000 deal. Herbert Z. Pinchuk, Éric Boulva.

Representation of the buyer of the Canadian division (business and assets) of a large international information solutions enterprise. The firm’s representation included the implementation of a tax plan, the corporate structure and related matters. Herbert Z. Pinchuk, Éric Boulva.

Represented the sellers of a pharmacy, a file that required negotiation to settle certain litigious matters with the franchisor. Jean-Pierre Sheppard, Geneviève Goulet, Lauren Flam.

Registration of real rights with the Public register of real and immovable mining rights for a mining company seeking to purchase agglomerated uranium products. Jean-Marc Fortier, Sharon G. Druker.

Continuing advice provided to a food industry owner in the negotiation of partnerships, licensing and collaboration agreements for the production and distribution of products under its brand names. Geneviève Goulet, Sydney Warshaw.

Implementing a new structure required to allow an architectural firm to admit new partners, thereby facilitating a business transition. Geneviève Goulet.

Representation of the owners of an industrial facility in Ville Saint-Laurent on a $4M financing through the Business Development Bank of Canada. Barry H. Shapiro.

In collaboration with the Toronto law firm Fogler Rubinoff LLP, putting in place Quebec security against the subsidiaries of a borrower under a $350M syndicated loan. Sharon G. Druker.

Completed a major refinancing and distribution agreement for a Montréal firm in the biomedical field. Jean-Yves Fortin, Sharon G. Druker, Geneviève Goulet, Annie Claude Beauchemin.

Assisted Mohawk Online Limited in obtaining its authorization to enter into public contracts by becoming registered on the Registre des entreprises autorisées à contracter ou à sous-contracter of the Autorité des marchés publics du Québec. Sharon G. Druker.

Represented the vendor in the sale of his 50% shareholding of a Montreal transportation logistics company to his partner. Sharon G. Druker.

Representing a company offering services to managers of non-profit organizations in a sale of shares and partnering agreement with a communications firm. Geneviève Goulet, Elyssa Leiberman.

Acted as Quebec counsel to the Zamboni Company, in collaboration with its Ontario counsel Waterous Holden Amey Hitchon LLP, in its acquisition of Robert Boileau Inc., its Quebec sales and service representative. Boileau is an experienced player in the ice arena industry, and sells and services one of the largest fleets of ice resurfacing equipment in the world to its clients, which include NHL team facilities, municipalities and seasonal rinks. It will now form part of the Zamboni Companies, which include Zamboni Company Ltd., Zamboni Company USA, Inc. and Zamboni Europe AB. Sharon G. Druker, Elyssa Leiberman, Sydney Warshaw.

Advised a group of key employees of a heavy machinery leasing company in becoming shareholders of the company; negotiation and revision of agreements required for the implementation of this structure, a first for that employer. Geneviève Goulet.

Drafting an agreement with the sole provider of parts essential to the client’s activity to ensure sufficient deliveries. Geneviève Goulet, Sydney Warshaw.

Drafted a mutual business referral agreement for a network of personal insurance brokers. Geneviève Goulet.

Tax, Estate Planning and High-Net-Worth Individuals

Representation of the liquidators of an estate in litigation involving valuable Canadian artwork, including paintings by the Group of Seven. Marilyn Piccini Roy, Stewart Litvack, Louis Dessureault, Lauren Flam.

Providing advice on legacies of artwork by a prestigious German American expressionist painter to a Canadian museum and galleries. Marilyn Piccini Roy.

Providing advice to American citizens on the transfer of Quebec situs movables and an immovable by means of a gift mortis causa in a Quebec marriage contract, which essentially functions as a will substitute. Marilyn Piccini Roy, William Dion-Bernard.

Issued an opinion on the distribution of trust property to High Arctic relocatees and on the eligibility of certain claimants, a matter resting on the interpretation of an aboriginal trust. Marilyn Piccini Roy, William Dion-Bernard.

Assisted an executor from Ontario in the settlement of the estate of a Quebec resident who bequeathed her $23M estate to a US inheritance trust. William Dion-Bernard.

Drafted a cohabitation agreement for common-law spouses with vastly unequal assets. William Dion-Bernard.

Provided estate planning assistance to individuals domiciled outside of Quebec but owning property in the province. William Dion-Bernard.

Barry H. Shapiro, as a trustee of the Jewish General Hospital Foundation, guided and advised a Montréal businessman towards the tax-optimal execution of a $1M gift to the Foundation, to support the Hospital’s Transitional Care Program.

In December, Marilyn Piccini Roy published the chapter on Quebec trusts in Trusts in Prime Jurisdictions, Fifth edition, Globe Law and Business.

Real Estate and Leasing

Continued representation of landlords and tenants in commercial and shopping centre lease negotiations. Rhona Luger.

Acted for Namur Syndicate on its sale to the City of Montreal of 5010 Paré Street, Montreal, for $9.1M. Barry H. Shapiro.

Represented the buyer of a large tract of land to be utilized for the construction of an organic cider producing, warehousing and distribution facility. Herbert Z. Pinchuk, Éric Boulva.

Assisted SYSTRA International Bridge Technologies Inc. and its commercial real estate agent, Kris Belliard, in the negotiation and preparation of an addendum to the existing lease with Cominar Real Estate Investment Trust providing for an extended term and expanded premises. Sharon G. Druker, Elyssa Leiberman.

Insolvency and Restructuring

Represented a debtor corporation in opposition to the appointment of a receiver. Jean-Yves Fortin, Sharon G. Druker, Annie Claude Beauchemin.

Transportation

Defending an air carrier against a claim by passengers having suffered prejudice because of lost luggage after an international flight. Summary dismissal of the claims for inconvenience by virtue of the Montreal Convention. Nicolas Pfister.

Represented a carrier in the defence against a claim for alleged damage to the cargo, and subsequent settlement. Normand Laurendeau, Marianne Poliquin.

Represented a logistics company in drafting an outsourcing agreement with its subcontractors. Normand Laurendeau.

Intellectual Property

Drafted a settlement agreement pertaining to geographic restrictions on digital advertising, to protect the client’s trademark in Canada. Richard Uditsky, Sydney Warshaw.

Drafted a trademark licence agreement for the use of rival trademarks in respect of alcoholic and non-alcoholic beverages. Richard Uditsky.

Drafted a trademark sale and an assignment agreement of trademarks used in association with watches. Richard Uditsky.

Labour and Employment

Defence of an educational institution against the severance claim for two years’ salary of a teacher terminated for false declarations on his health condition and confronted with a surveillance report. Settlement with compensation in return for the resignation held valid. David Paradis.

Representing the employer, a transportation company, against a complaint for dismissal without good and sufficient cause that was dismissed on account of a settlement that was deemed to have been concluded, notwithstanding that it was not signed. Normand Laurendeau, Eliab Taïrou.

Advising a global transportation company through its occupational health and safety consultant, and representing it before the administrative tribunals in relation to its workers’ compensation and occupational health and safety issues in Quebec. Eliab Taïrou, Marianne Poliquin.

Application for an order to compel the continuation of certain activities by a longshoremen’s union during a labour conflict. Federal jurisdiction. Jean Denis Boucher.

Defending an employer against a claim for dismissal without good and sufficient cause whereas the termination was triggered by a layoff having lasted over six months. Jean Denis Boucher.

Representing an employer against a complaint for psychological harassment filed by an employee terminated after four weeks. Jean Denis Boucher, Eliab Taïrou.

Representing an employer in an application for judicial review following a hearing on a complaint for dismissal without good and sufficient cause. Jean Denis Boucher, Marianne Poliquin.

Review of an employees’ manual to ensure compliance with the Act respecting labour standards. Marianne Poliquin.

Represented an employer for the ergo therapeutic evaluation of an employee who had actually worked for only three years over 12 years of continuous employment because of a chronic illness. Jean Denis Boucher, Marianne Poliquin.

Representing three Real Estate Investment Trusts with around 130 apartment blocks, as employers in separate applications for certification, plus one application targeting all three employers jointly, thus raising the question of the identity of the “real” employer. Theodore Goloff.

Represented an employer in negotiations with its union that led to the creation of a retirement plan. Jean Denis Boucher.

General Litigation, Arbitration and Mediation

Represented the plaintiff in a claim for damages arising from the default by the defendant of respecting the obligations arising from the parties’ joint holding of season tickets for hockey games. Zachary Ouimet, Chantal Noël, Juliana Boutot (student).

Represented an elected municipal officer in a claim for the reimbursement of legal fees and expenditures incurred to defend against criminal charges laid against him in relation with his activities as officer, charges that were concluded with acquittals. Martin Côté, Lauren Flam.

Represented minority shareholders in an application against majority shareholders alleging the failure to declare dividends, thus derogating from an established practice, and the failure to abide by an agreement on the winding-up of the corporation and the sale of its real estate. The court issued an order to bar the majority from charging their legal costs to the company, since their interests do not correspond to those of the company. Jean-Pierre Sheppard, Lauren Flam.

Represented a contractor and subcontractors in the arbitration and settlement of a claim for impact costs with the Société québécoise des infrastructures. Matthew McLaughlin.

Defended a contractor against a claim for delays, defects, etc. Matthew McLaughlin.

Defended the seller of a building against a claim for latent defects, and finalized a settlement after the builder was called in warranty. Matthew McLaughlin.

Successfully claimed $500,000 in capital and compound interest as repayment of a loan guaranteed by mortgage despite the defendant’s arguments that the mortgage was invalid and that the amount had not been disbursed. Matthew McLaughlin.

Represented the defendant in a co-owner’s application for the partition of an undivided property: case settled when our client agreed to purchase the applicant’s share of the house, commercial plot of land and garage. Matthew McLaughlin.

Defended a contractor in a multimillion-dollar claim for construction defects. Annie Claude Beauchemin, Xavier Morand Bock.

Represented a lessor in proceedings to compel a neighbour to cease growing cannabis in premises separated by a common wall, thus causing a nuisance that interfered with the possibility of renting his premises. Marianne Poliquin.

Represented a landlord for the eviction of a tenant from a shopping centre for non-payment of the rent. Herbert Z. Pinchuk, Sara Laraichi.

Represented a professional services firm for the enforcement of judgments in payment of professional fees. Martin Côté, Sara Laraichi.

Representing the creditor in a claim for the payment of the remainder of the purchase price following a merger and acquisition transaction. Jean-Marc Fortier, Jean-Pierre Sheppard.

Professional and Social Involvement

Martin Côté and Elyssa Leiberman have presented information sessions on their duties and liabilities to directors and officers of a non-profit in the education field and several other organizations.

Sharon G. Druker is chair of the Bar of Montréal’s Liaison Committee with commercial law lawyers.

On September 17, the Bar of Quebec launched its Guide des meilleures pratiques de recrutement pour promouvoir la diversité ethnoculturelle in law firms. As a member of the Bar’s Panorama committee, in charge of promoting diversity, Sharon G. Druker collaborated in writing the Guide.

New Faces!

Two of our articled students were hired after their call to the Bar:

  • Sydney Warshaw joined our Business Law Group, where she is also involved with intellectual property matters. An accomplished communicator, she has degrees in civil law, common law, and English cultural studies.
  • Marianne Poliquin is now a member of our Labour and Employment Law Group. Marianne, who has degrees in law and industrial relationships, also acquired a diversified litigation experience when she was articling. Before her legal career, she was active in artistic swimming as a world-class competitor and coach.

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