8:45 am Introductory Remarks and Welcome by Conference Co-Chairs
Jennifer Dolman, Osler, Hoskin & Harcourt LLP
Arthur J. Trebilcock, Sotos LLP
9:00 am Plenary Session 1
Annual Legal Update: My Top Five Picks from 2009
An in-depth view on the top five fundamental issues identified from the past year’s Canadian cases confronting franchise law today. The binder material includes a comprehensive paper digesting and commenting on the Canadian legislative developments and reported cases affecting franchising that have occurred since last year's OBA Franchise Law Conference.
Allan D.J. Dick¸ Sotos LLP
9:40 am Plenary Session 2
The Ultimate Confrontation
This panel presentation will focus on important legal issues surrounding a unilateral termination of the franchise relationship by one of the parties, including: statutory limitations on termination, relief from forfeiture, enforceability and modification of post-termination restrictive competition covenants, enforcing security for performance of post-term covenants, building the record and preparing for the injunction, and drafting pointers.
The Honourable Warren K. Winkler, Chief Justice of Ontario, Court of Appeal for Ontario
Geoffrey B. Shaw, Cassels Brock & Blackwell LLP (representing franchisor side)
Jonathan C. Lisus, McCarthy Tetrault LLP (representing franchisee side)
10:50 am Break
11:05 am Workshops 1 (choose one)
A: The Franchise Relationship
An overview of the nature of franchising; what is a franchise: business format and distributorship franchises; business opportunity ventures; unit, multiple unit and master franchises; affiliation, conversion, joint venture, co-branding, area representation and other variations of franchising; advantages and disadvantages of these different themes and hybrids; alternative distribution techniques.
Joseph Y. Adler, Hoffer Adler LLP
Robert E. Glass, Lang Michener LLP
B. Vicarious Liability
A discussion of a franchisor’s potential liability for the acts of franchisees, agents, brokers and master franchisees; when the franchisor’s “control” over the franchisee’s conduct in the operation of the franchise crosses the line; how to draft franchise agreements and operation manuals to avoid liability, including independent contractor and insurance clauses; how a franchisor should handle employment issues between franchisee and staff; and special issues relating to workplace safety.
Jeffrey P. Hoffman, Gowling Lafleur Henderson LLP
Blair A. Rebane, Borden Ladner Gervais LLP – Vancouver BC
C. Arbitrating Franchise Disputes in Canada
A Canadian arbitrator with many years experience as a commercial litigator will discuss key topics in franchise arbitration including: strategies for the design of effective arbitration clauses; tactics for advancing your dispute without court intervention; and dangers with a focus on injunctions, confidentiality, whether material adverse arbitration awards or confidential settlements need be disclosed and whether and how franchise arbitration agreements should deal with multiple parties and consolidation of arbitrations. A seasoned American franchise counsel will provide his perspective on what Canadian lawyers can learn from the US experience.
Randy A. Pepper, ADR Chambers
Jonathan C. Solish, Bryan Cave LLP – Los Angeles, CA
11:55 am Break (participants to get box lunches)
12:15 pm Roundtables 1 (with box lunch)
12:45 pm Break (participants to switch tables)
12:50 pm Roundtables 2
1:20 pm Break
1:35 pm Workshops 2 (choose one)
B. Vicarious Liability (see above)
D. Difficult Canadian Disclosure Issues
When is disclosure not disclosure? Key business and legal issues discussed will include: determining the threshold and scope of materiality; material facts versus material changes; “substantially complete” disclosure documents; disclosure exemptions; the use of foreign disclosure documents in Canada; the need for disclosure in provinces/territories that do not have franchise legislation and the preparation and use of a “national” disclosure document; financial performance representations (earnings claims); and the role and duties of franchise counsel in preparing disclosure documents.
Peter M. Viitre, Blake, Cassels & Graydon LLP
Daniel Zalmanowitz, Witten LLP – Edmonton AB
E. Cases You Need to Know
An overview at the introductory level of those vital Canadian cases that have significantly affected franchising.
Susan E. Friedman, Davis LLP
Ian N. Roher, Teplitsky Colson LLP
2:25 pm Break (participants to switch workshops)
2:35 pm Workshops 3 (choose one)
C. Arbitrating Franchise Disputes (see above)
D. Difficult Canadian Disclosure Issues (see above)
F. Managing System Change
An intermediate- to advanced-level workshop focusing on the key Canadian business and legal issues concerning how to introduce and implement substantial changes to a franchise system as: house accounts, significantly different product offerings (chicken vs. pizza, no name branding, regional product differences, etc.), radical change of marks, competing distribution by affiliated systems, market shift or withdrawal, franchise conversion or reacquisition, etc., and litigating disputes dealing with system changes.
Ben V. Hanuka, Davis Moldaver LLP
Daniel F. So, McKenzie Lake Lawyers LLP - London
3:25 pm Break
3:40 pm Plenary Session 3
Whence Have We Come, Whither Do We Go?
A panel presentation led by seasoned Canadian franchise lawyers of critical disclosure, relationship and drafting issues that continue to trouble Canadian franchising 10 years after enactment of Ontario’s franchise legislation. The panel will present both sides of the issues, how they think these issues may be resolved in the future, and how franchisors can best prepare for these developments. The U.S. experience will be brought into the discussion to help predict what the possible outcomes will be in Canada.
Edward (Ned) Levitt, Gowling Lafleur Henderson LLP
Andrew C. Selden, Briggs and Morgan, Professional Association - Minneapolis, MN
Frank Zaid, Osler Hoskin & Harcourt LLP
4:50 pm Lucky Draws (For those who have survived the day.)
5:00 pm Conference Concludes
5:00 pm American Bar Association Welcome Reception
**ABA members may register at CBA member prices. For more information on our registration discount packages, please contact us at 416-869-1047 ext. 306 or toll Free at 1-800-668-8900 **
