Canada: It's Like Watching A Car Crash in Slow Motion

In this treatise, an experienced Canadian franchise lawyer examines the unusual state of franchising in Canada. As the Canadian Governmental Expert to the UNIDROIT Draft Model Franchise Law Project, Mr. Dillon is particularly critical of the direction in which Canadian franchise legislation has developed, both in its drafting and propagation, and in the judicial interpretation of that legislation. Most notably, Mr. Dillon criticizes the requirement for site-specific disclosure, the certification requirement that exposes officers and directors to personal liability, the open-ended disclosure obligation and obligation to disclose "all material facts", and other aspects of the highly technical judicial interpretation of Canadian legislation that has created a highly onerous and risky environment for franchisors operating in the six Canadian provinces currently regulated by franchise presale legislation. Mr. Dillon suggests several strategies for compliance with these laws, together with ideas for risk mitigation for franchise owners and their counsel operating in Canada.