Qualifying/Accredited CPD Hours
Ontario
This program is eligible for up to 34 Substantive Hours
This program contains 3 Professionalism Hours
This program contains 1 EDI Professionalism Hour
British Columbia
This program is eligible for up to 38 Substantive Hours
Alberta
Include this learning activity in your annual CPD Plan
Certificate Offered
The Intensive Course on Franchise Rescission Law and Practice is the first and only intensive CPD-accredited professional development program for lawyers designed to provide the necessary building blocks to practise in this field.
The intensive program is made up of 38 hours of instructional time, assignments, and a final two-hour exam. The course will be taught over three months through weekly two-hour classes and four Saturday sessions:
- weekly classes every Wednesday, from 6:00 pm to 8:00 pm, and
- four Saturdays, from 10:00am to 2:30pm (including break)*.
* Note: Saturday sessions can potentially be held in-person at a conference facility depending on the preference and geographical location of the registrants.
Registration for each course will be capped to ensure small class size. Each student will have access to instructor time and mentorship and an opportunity to build a collaborative peer-working and networking environment.
The course requires attendance, class participation, completion of home assignments and passing a final exam. A Certificate of Completion will be issued to graduates.
It is geared towards practitioners from across Canada practising as corporate/commercial solicitors and litigators with an interest in development, or strengthening, their franchise law practice and, in particular, franchise rescission practice. The course is also designed for other lawyers, whether senior or newly called, who practise in other fields and are interested in developing a franchise law practice.
Admission criteria: Membership in a provincial or territorial Bar in Canada.
Registrants who complete the course will benefit from the following:
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in-depth study of all aspects of franchise rescission law and practice;
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course materials will include articles, court cases and sample materials;
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hands-on experience analysing FDDs, drafting notices of rescission, advising clients, etc.;
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an opportunity to apply course study to case example in assignments during and outside class;
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a balanced approach that examines rescission law and practice from the perspectives of both the franchisor and the franchisee; and the lawyers’ professional obligations to those clients;
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full section on clients, joint retainers, conflicts, ethics and professional responsibility, E&O claims and client service.
Ben Hanuka
JD, LLM, CS (Civ Lit), FCIArb, of the Ontario, Alberta and British Columbia Bars
Learn more about Ben Hanuka - Your Program Director and Lead Instructor
Ben Hanuka
JD, LLM, CS (Civ Lit), FCIArb, of the Ontario, Alberta and British Columbia Bars
Highlights:
- JD, LLM (Osgoode '96, '15), C.S. in Civ Lit (LSO), Fellow of CIArb
- Member of the Bars of Ontario ('98), Alberta (‘24), and British Columbia ('17)
- Principal of Law Works PC (Ontario), Ben Hanuka PC (Alberta), and Law Works LC (British Columbia)
- Acted as counsel in many leading franchise court decisions in Ontario over the past twenty-five years, including appellate decisions.
- Provided expert opinions in and outside Ontario
- Presented at and chaired numerous franchise and civil litigation CPD programs for over 20 years
- Authored articles and presented at continuing professional development programs about Commercial Arbitration. Click here to see more details about Ben Hanuka's articles and CPD activities relating to Commercial Arbitration.
- Chair of OBA Professional Development (2005-2006) - overseeing all PD programs
- Chair of Civil Litigation Section, OBA (2004-2005)
Notable Cases:
Mendoza v. Active Tire & Auto Inc., 2017 ONCA 471
1159607 Ontario v. Country Style Food Services, 2012 ONSC 881 (SCJ)
1518628 Ontario Inc. v. Tutor Time Learning Centres LLC (2006), 150 A.C.W.S. (3d) 93 (SCJ, Commercial List)
Bekah v. Three for One Pizza (2003), 67 O.R. (3d) 305, [2003] O.J. No. 4002 (SCJ)
Course Schedule:To Be Announced
Course Schedule:
Weekly Every Wednesday: 2 hrs, 6:00 to 8:00 pm
Four Saturdays: 4 hrs, 10:00 am to 2:30 pm (including break)*
(*Saturday sessions can potentially be held in-person at a conference facility depending on the preference and geographical location of the registrants.)
The course will be delivered via Zoom utilizing breakout rooms and other interactive features. The class will consist of lectures, small group work and discussions, individual reading, short assignments, and an end-of-term multiple choice exam.
Class work will be managed via online education management platform to house:
- Courses materials
- Assignments
- Discussion forms and workgroups
- Class calendar and event management
Course Plan:
1. Introduction to Franchise Legislation
Key elements of franchise disclosure legislation in Canadian provinces
Elements of a franchise, significant assistance and significant control
2. Disclosure Obligations
The timing requirement: s. 5(1)
General content requirements: s. 5(4)
Requirements in the Regulation
Other requirements: s. 5
- Delivery
- Piecemeal
- Material changes
Disclosure exemptions: s. 5(7)
Specific exemptions:
- Resale and effecting sale
- Large investments
3. Rescission Rights, Liability, Grounds and Damages
Rescission rights: s. 6(1) and (2)
Parties
- Franchisor’s associate – involvement in transactions
- Others
Rescission grounds
- Financials
- Certificate
- Piecemeal
- Earnings projections
- Site-specific material facts
- Resales
Conducting due diligence investigations:
- Franchise system
- Location
- Parties
Analyzing FDDs
Damages
- Rescission damages: s. 6
- Misrepresentation and disclosure damages: s. 7
Notice of Rescission
- Limitation Periods
- Strategies about raising disclosure and rescission rights
- Delivery
- Commencing claim
4. Consequences of Rescission, Termination and Post-Termination
Franchisor’s right to buy back assets
Control of the lease and franchisor’s potential right to take over lease
Debts owed to creditors
Post-termination obligations – non-competition covenants
Post-termination obligations – de-identification
5. Clients, Joint Retainers, Conflicts, Ethics and Professional Responsibility, and Client Service
Identifying clients – corporate clients, lawful representatives of clients under disabilities, avoiding “phantom” clients
Joint retainers and conflicts of interests
- Franchisees and guarantors, spouses, family members, business partners
- Franchisor’s officers and directors, franchisor’s associates, signatories, and non-signatories to franchise agreements
Recognizing franchisee clients’ circumstances, special needs, and intellectual capacity – multi-cultural, language, gender, socioeconomic status, demeanour
Managing difficult clients; managing client expectations relating to fees – FDD reviews, assessing rescission grounds, drafting notices of rescission, negotiation terminations, etc.
Conducting effective client meetings; dealing with cultural and language barriers when dealing with legally complex areas of franchise rights and obligations; assessing available remedies; ensuring that clients understand issues and the recommendations, and are able to give informed instructions
Drafting reporting letters, legal opinions, and legal memoranda in plain language, including theory and practical application; Frequent areas of E&O
Best practices for analyzing ethical dilemmas in the representation of franchisors, franchisors, franchisor associates, gathering material facts, calculating damages
6. Dispute Resolution – Settlements & Waivers, Choice of Law & Venue and Arbitration Agreements
Settlements and Waivers
- Elements of valid settlements
- Repairing rescission rights and obligation
Choice of Law and Venue Clauses
Arbitration
- Validity of arbitration agreements
- Non-signatories of the arbitration agreement
