The firm’s representation includes leadership in Franchise Law, Civil Litigation, Class Actions, International Law, Aboriginal Law, Constitutional, Civil Liberties and Human Rights Law, and the Sexual and Gender Diversity Alliance, as well as roles in OBA governance, professional development and public affairs.

At the association level, Mohsen Seddigh has begun his term as 2nd Vice-President of the OBA. He is set to become the OBA President in 2028.

Sotos also has significant representation within several OBA Sections.

Franchise Law

• Idan Erez – Chair
• Adrienne Boudreau – Vice-Chair
• Ashley Caldwell – CPD Liaison

Civil Litigation

• Adil Abdulla – Past Chair
• Maria Arabella Robles – CPD Liaison
• Sara Ray Ramesh – Public Affairs Liaison

Class Actions

• Luca Bellisario – Public Affairs Liaison
• Karine Bédard – Member-at-Large

Aboriginal Law

• Adil Abdulla – Member-at-Large

Constitutional Civil Liberties and Human Rights Law

• Karine Bédard – Member-at-Large

Sexual & Gender Diversity Alliance

• Karine Bédard – Member-at-Large

International Law

• Sara Ray Ramesh – Secretary

Adil also serves as a Member-at-Large of OBA Council and a member of the OBA Professional Development Committee.

These roles involve more than participation in the profession. OBA leaders contribute to professional development, advocacy and dialogue on emerging legal issues and help shape programming and priorities within their respective areas of law.

For Sotos, the breadth of this involvement reflects something fundamental to our approach as a full-service business law firm: our lawyers are deeply engaged in the areas in which they practise, contributing their knowledge and experience to the continued development of the law and the profession.

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There are a variety of programs and grants offered by the federal and provincial governments that provide funding to subsidize the costs of trademark searches, analysis and filings. We have included information on three such programs below.

What government funding is available for trademark and IP protection in Canada?

What is Intellectual Property Ontario (“IPON”)?

The IPON program offers IP support to enterprises at various stages of growth. They provide clients with access to expert IP advice, services, and resources to better understand how to:

• maximize the value of IP;
• strengthen business capacity to grow;
• compete in the global market; and
• enhance research and commercialization outcomes.

The IPON program provides a variety of services: IP funding, IP benchmarking, IP education, IP coaching, and IP insurance.

IP Funding

IPON clients are eligible for funding to support IP protection and commercialization, with IPON covering up to 80% of expenses based on an approved scope of work. Clients are required to contribute at least 20% of the service costs and provide a plan to ensure future IP sustainability. Funding may be applied to IP-related agreements (such as non-disclosure agreements, licences) or contracts with high IP impact (master service agreements or partnership agreements). Certain expenses, such as administrative costs, litigation costs, taxes and subscriptions are not eligible for funding. IPON also does not cover costs for past work. Additionally, all IPON-funded services must be delivered by licensed IP lawyers or registered IP agents in Ontario. Clients may use their own providers or choose from IPON’s approved list of IP service providers.

IPON Benchmark

IPON offers a benchmarking tool that provides a comprehensive assessment of clients’ IP awareness by conducting a review of their IP strategy, assets and processes. These results help to tailor IP strategies and actions.

IP Education

Clients are able to participate in online workshops where IP experts facilitate class discussion and provide practical guidance. Clients are also provided with module-based e-learning courses on topics tailored to advance clients’ IP knowledge. A micro-credential is awarded to clients to showcase their learning milestones.

IP Coaching

IPON clients will have access to one-on-one coaching from IP coaches at no additional cost. These sessions will be tailored to clients’ specific needs and assist clients in developing and strengthening their IP position.

IP Events

IPON clients will have access to exclusive events geared towards networking, education, and growth. Events include keynote speeches, panels, and workshops delivered in collaboration with IPON experts.

IP Insurance

IPON clients that are eligible for funding will also receive IP insurance with a base coverage of $1 million. This insurance applies collectively to defense costs and enforcement actions.

Who is eligible for IPIN funding?

IPON’s Eligibility Criteria consist of a number of requirements.  Specifically, applicants must:

1. Be an Ontario-based small or medium sized enterprise (i.e. with fewer than 500 employees);
2. Be managed by a team that includes one or more Canadians;
3. Have a physical address in Ontario for substantive operations;
4. Operate in Ontario and intend to grow their business in Ontario long term;
5. Own IP or IP rights that it intends to commercialize or monetize in Ontario;
6. Operate in one of the following sectors:
   • health technology;
   • life sciences;
   • artificial intelligence;
   • vehicle technology;
   • mining technology;
   • agriculture;
   • food technology;
   • cleantech; and
   • advanced manufacturing (if the technology relates to any of the aforementioned sectors);
7. Demonstrate potential to realize societal or economic benefit to Ontario;
8. Demonstrate financial capacity to advance the protection and commercialization of IP and IP rights that may be supported by IPON Client Services;
9. Have an immediate IP need suited for IPON services and IP funding; and
10. Be a Canadian-controlled entity:
    • Private for-profit entity whose majority of the direct and indirect beneficial ownership is under the control of individual(s) resident of Canada and incorporated under the laws of Canada or any of its provinces or territories with a head office located in Canada; or
    • Public for-profit entity where over 20% of the direct and indirect ownership is under the control of individual(s) who are residents of Canada.

What is ElevateIP at Communitech?

ElevateIP is a federally-funded project designed to provide assistance to Canadian startups with regard to the development and protection of their intellectual property. The program is delivered through Communitech and Invest Ottawa in Ontario.

Who qualifies for ElevateIP funding?

ElevateIP’s Eligibility Criteria consists of certain requirements. Applicants must:

1. Be a Canadian-Controlled Private Corporation (“CCPC”);
2. Have fewer than 500 full time employees, globally;
3. Have exclusive rights to the IP; and
4. Be headquartered in Ontario, Manitoba or Saskatchewan.

Applicants may be required to submit additional information and attend an assessment meeting with an IP advisor to finalize the application process.

What is CanExport SMEs?

The CanExport SMEs program aims to support Canadian companies that produce goods and services or play a key role in exporting Canadian products to other international markets. The program funds projects that have the potential to significantly boost Canada’s economic growth and offers up to $50,000 to Canadian small and medium sized enterprises (“SMEs”) for international business development activities including expenses related to the protection of IP in target markets.

Who qualifies for CanExport SMEs?

To be eligible, your company must satisfy the following criteria:

1. Be for-profit;
2. Be an incorporated legal entity, limited liability partnership or cooperative in Canada;
3. Have an active Canada Revenue Agency business number;
4. Have between 3 and 500 full-time equivalent employees; and
5. Have between $300,000 and $100 million in annual revenue declared in Canada during its last complete tax reporting year (or during the last 12 months for monthly and quarterly filers).

Funding is provided in the form of cost-sharing between the recipient and CanExport. The applicant may apply for funding with a minimum budget of $20,000 and up to $100,000 per project.

The program funds up to 50% of eligible costs from $10,000 to $50,000 in funding per project. The applicant is responsible for the remaining 50% (in-kind contributions are not permitted).

With regard to IP, eligible expenses include:

• Filing a patent or industrial design application;
• Filing an application for the registration of a trademark or copyright; and
• IP professional services from a consultant and/or legal firm, which can include: the development of an international IP strategy, database search, drafting of formal IP documentation, and filing of IP documentation.

Brand owners should consider whether (1) they are eligible for these (or other) programs, and (2) whether it would be advantageous to their business to participate therein.

Sotos LLP provides Canadian and international businesses with a full range of IP-related legal and business services including trademark registration, IP protection and commercialization across a range of industries including technology, health, manufacturing, food service and hospitality, retail, consumer products and food and beverage. We can help businesses assess their IP needs, develop an IP strategy, protect trademarks and other IP rights, and determine whether government funding may be available to offset eligible IP costs.

If your business is considering trademark registration or other IP protection in Canada or internationally, contact our Intellectual Property team to discuss your options.

About the Authors

Anna Thompson-Amadei is a senior associate at Sotos LLP whose practice includes advising clients on trademark registration and other intellectual property protection. She helps businesses develop practical brand protection strategies that align with their growth and day-to-day business needs. Contact Anna at 416.572.7322 or athompson-amadei@sotos.ca.

Nicole Perez is an associate at Sotos LLP who advises clients on franchise and commercial matters. Contact Nicole at 416.977.3674 or nperez@sotos.ca.

The post Government Funding for Intellectual Property and Trademark Protection in Canada appeared first on Sotos LLP.

The award-winning series includes “Tariff Turmoil: U.S. tariffs and Canadian counter tariffs will have an impact on the franchise industry,” written by Sotos lawyers Peter Viitre, Jason Brisebois and Nicole Perez.

The National Magazine Awards recognize excellence in Canadian trade, professional and association publishing. The 2026 awards were judged by industry professionals who evaluated hundreds of submissions from across Canada.

Sotos LLP is credited as one of the writers of the Silver-winning Tariff Wars series alongside contributors from Foodservice and Hospitality Magazine.

Published in the May 2025 issue of Foodservice and Hospitality Magazine, Peter, Jason and Nicole’s article examines the potential impact of U.S. tariffs and Canadian counter-tariffs on franchisors and franchisees operating in Canada.

Tariffs can create challenges throughout a franchise system, particularly where businesses rely on cross-border supply chains, imported food products, equipment, materials or other goods. Increased costs can affect both franchisors and franchisees and may require businesses to reconsider sourcing, pricing, operational practices and contractual arrangements.

The article discusses several considerations for Canadian franchise systems responding to changing trade conditions, including:

• reviewing supply chains and considering alternative sourcing strategies;
• identifying operational efficiencies that may help offset increased costs;
• assessing whether franchise disclosure documents and franchise agreements adequately address tariff-related risks and changing economic conditions; and
• ensuring that marketing claims such as “Made in Canada” and “Product of Canada” comply with applicable Canadian laws and regulatory requirements.

For franchise systems operating across Canada and the United States, rapidly changing trade measures can have legal and commercial consequences that extend beyond the immediate cost of imported goods.

About the Authors

Peter Viitre advises franchisors and franchisees on franchise law and the commercial and regulatory issues affecting franchise systems. His practice includes franchise agreements, franchise disclosure and other matters involving the operation and growth of franchise businesses.

Jason Brisebois is a corporate and commercial lawyer whose practice includes franchise law, mergers and acquisitions and commercial transactions. He advises businesses on transactions and commercial arrangements across a range of industries.

Nicole Perez advises clients on franchise and commercial matters, including legal issues affecting franchisors, franchisees and businesses operating within franchise systems.

Read “Tariff Turmoil: U.S. tariffs and Canadian counter tariffs will have an impact on the franchise industry” in the May 2025 issue of Foodservice and Hospitality Magazine: https://digital-issue.foodserviceandhospitality.com/may-2025/page-26.

The post Sotos Franchise Lawyers Contribute to Award-Winning Tariff Wars Series appeared first on Sotos LLP.

Canadian privacy laws regulate the collection, use, and disclosure of “personal information,” meaning information about an identifiable individual. Importantly, an individual does not need to be directly identified – information may still qualify as personal information where there is a serious possibility that the individual could be identified from that information. British Columbia,^[1] Alberta,^[2] and Quebec^[3] have generally applicable private-sector privacy laws that have been declared substantially similar to the federal Personal Information Protection and Electronic Documents Act (“PIPEDA”).^[4] In those provinces, the provincial legislation may apply instead of PIPEDA, while the remaining provinces are subject to PIPEDA. As a principles-based statute, PIPEDA establishes broad privacy obligations rather than bright-line rules.

The franchise model creates unique challenges related to privacy compliance because personal information is often shared among franchisors, franchisees, and third-party service providers. Determining who is responsible for protecting that information, maintaining compliance with privacy legislation, and responding to data breaches can be complicated. The following are some of the key privacy risks facing franchise systems and steps that franchisors and franchisees can take to mitigate them.

Key Privacy Risks & Considerations

Uncertainty Regarding Control and Responsibility for Customer Data

One of the main challenges in franchise privacy compliance is deceptively simple: whose data is it? Under the private sector privacy laws, organizations remain accountable for personal information within their control. Typically, an organization will be considered in control of personal information when it has the authority to determine how the information is collected, used, disclosed, retained, and disposed of. An organization remains accountable for personal information transferred to a third-party for processing on its behalf and must use contractual or other means to provide a comparable level of protection. Where information is instead disclosed to an independently operating franchisee or other organization for that organization’s own purposes, the parties’ respective responsibilities will depend on the circumstances, including who determines the purposes and means of collection, use, disclosure, retention, and disposal.

It is common for both franchisors and franchisees to collect and distribute personal information across their respective networks, as well as to third-party service providers. This data may be distributed for a number of reasons, including for marketing campaigns, sales reporting, and loyalty programs. For example, a franchisor may obtain identifiable sales data from a franchisee, and a franchisee may share customer information with a food delivery platform or other vendor. This complex and frequent exchange of information can make it difficult to determine who controls the data where clear roles and responsibilities have not been established. Accountability over the information becomes even more challenging when franchisees within the same franchise system employ inconsistent methods of data collection and consent practices. Because privacy legislation imposes obligations on organizations that control personal information, ambiguity surrounding who has that control can make it harder to comply with the law.

Increased Exposure to Cyber Attacks and Data Breaches

Another major area of concern for franchisors and franchisees alike is the risk of cyber attacks. Franchise systems are attractive targets for hackers because they often rely on shared POS and IT systems to store large volumes of customer information across numerous locations. As a result, a data breach at a single franchise location may have consequences for multiple franchisees and the franchisor itself. Although shared technological systems can increase efficiency for the franchise network as a whole, they may also increase the potential impact of a security incident. Beyond the immediate disruption to business, a data breach can expose a franchise system to reputational harm, the disclosure of confidential business information, regulatory investigations, audits, complaints, and potential civil liability.

For these reasons, it is important that franchisors and franchisees keep their privacy-related obligations in mind, in order to avoid accidental non-compliance with the law as well as to protect the franchise system.

The following is a list of best practices that can help mitigate privacy risks and strengthen compliance across the franchise network.

Best Practices for Franchise Privacy Compliance

Clearly Define Control Over Customer Data

Because information frequently moves between franchisors, franchisees, and third-party vendors, clearly defining responsibility for that information is one of the most important steps a franchise system can take to strengthen privacy compliance. Under PIPEDA, organizations are obligated to protect transferred personal information via “contractual means”.^[5] Where the information is passed between franchisor and franchisee, the parties should address the control and use of any customer information in the franchise agreement, an ancillary agreement, or the franchisor’s operations manual. Where a third-party service provider is involved, the franchisor or franchisee should ensure any contract between the parties includes an adequate data protection agreement or data protection provisions in the service agreement.

Before entering these contracts, franchisors and franchisees should consider what personal information is being exchanged, whether the information is necessary for the services provided, and how consent can be adequately obtained from customers. Any agreement should also specify which party is responsible for obtaining consent and for safeguarding the data. When contracting with third-parties, franchisors and franchisees should ensure the agreement allows them to maintain adequate control and protection over the use of the information by the service provider.

Implement Consistent Privacy and Consent Practices Across the Franchise System

Consistency across the franchise network is also critical in privacy compliance. As discussed above, franchise systems often involve numerous franchisees collecting and processing customer information in various ways. Without standardized privacy and consent practices, franchisors may find it difficult to ensure compliance with privacy laws across the system and may face increased regulatory risk. Franchisors should therefore implement uniform standards across the system when it comes to obtaining customer consent and handling customer data. Privacy policies and consent practices should also be updated on a regular basis to ensure they remain current and accurately reflect how customer information is being collected, stored, and used by the organization. Each organization subject to applicable privacy legislation should designate an individual responsible for its compliance. A franchisor may also appoint a privacy lead to coordinate standards and oversight across the franchise system.

Adopt a Data-Minimization Approach

Limiting the amount of personal information collected in the first place can help reduce privacy risk and makes compliance with privacy legislation easier. Under PIPEDA, the collection of personal information must be limited to what is necessary for purposes identified by the organization, and those purposes must be ones that a reasonable person would consider appropriate in the circumstances.^[6] Franchisors and franchisees should therefore carefully evaluate what information is truly required for their business operations and avoid collecting unnecessary data.

A data minimization approach also has the added benefit of reducing the organization’s obligations to manage, secure, and retain the information appropriately. Collecting only what is necessary reduces the amount of data that the organization is responsible for and can lessen the potential impact of a cyber attack or data breach. Organizations should not ordinarily make access to a product or service conditional on consent to collection, use, or disclosure that is unnecessary for that product or service. Secondary uses such as marketing should be clearly explained and supported by an appropriate form of consent, subject to any applicable statutory exceptions.

Strengthen Cybersecurity Practices

Franchisors should also take steps to strengthen their technology and cybersecurity practices across the franchise system. Operations manuals should set out cybersecurity standards and include clear IT hardware and software requirements for franchisees. Cybersecurity threats are constantly evolving, and a system that was once considered safe several years ago may no longer offer sufficient protection today. Franchisors should therefore regularly review and update their technology standards to ensure they can adequately respond to emerging risks. Franchise agreements and operations manuals should also clearly outline who is responsible for managing the aftermath of a breach.

In addition, franchisors should provide ongoing training and guidance to their franchisees on the collection, storage, and protection of customer information, including how to recognize and respond to phishing attempts. Finally, given the high rate of employee turnover in the retail and food service industries, franchisees should periodically update passwords and maintain security measures to reduce the risk of unauthorized access to sensitive information.

Prepare for Data Breaches Before They Occur

Because franchise systems are particularly attractive targets for cyber attacks, franchisors should prepare for a breach before one occurs. A comprehensive crisis plan can help reduce operational disruptions, ensure compliance with privacy legislation, and minimize harm to customers and the franchise brand. The plan should clearly identify who is responsible for managing each aspect of the response and require franchisees to cooperate with the franchisor throughout the process. Additionally, organizations are subject to reporting and record-keeping obligations under PIPEDA in the event of a breach. For example, organizations subject to PIPEDA must maintain records of all breaches of security safeguards involving personal information under their control. Where it is reasonable to believe that a breach creates a real risk of significant harm to an individual, the organization must also report the breach to the Office of the Privacy Commissioner of Canada and notify affected individuals.

Conclusion

Privacy compliance is not only a legal issue but an operational and reputational concern as well that affects the entire franchise system. The interconnected nature of franchise relationships can make it difficult to determine responsibility for customer information and can increase exposure to cybersecurity risks. By implementing clear and consistent privacy practices across the entire franchise system, minimizing data collection, and adequately preparing for cybersecurity threats, franchisors can better protect both customer information and the franchise as a whole.

How Sotos Can Help Franchise Systems with Privacy Compliance

Privacy compliance in a franchise system often sits at the intersection of franchise agreements, operations, technology, cybersecurity, and third-party relationships. Sotos LLP can help franchisors assess how personal information moves through their systems, clarify responsibilities between franchisors, franchisees, and service providers, review privacy and data-protection provisions in franchise and vendor agreements, and develop practical privacy policies and incident-response protocols.

If you have questions about privacy compliance in your franchise system, contact Jason Brisebois by email at jbrisebois@sotos.ca or by phone at 416.572.7323 to discuss how these issues may apply to your system.

About the authors:

Jason Brisebois advises franchisors and other businesses on privacy and data protection, including privacy compliance, commercial agreements involving data, and privacy considerations in franchise and technology arrangements. He received the 2024 Lexology Client Choice Award and has been recognized by the Canadian Legal LEXPERT Directory, Lexology Index: Canada, and Best Lawyers in Canada.

Chrisoula Angelis is a 2026 summer student at Sotos LLP and contributed to the research and preparation of this article.

The post Who Controls Customer Data in Franchise Systems? Key Privacy Risks and Best Practices appeared first on Sotos LLP.

The revised proposal narrows the scope of the licensing framework after concerns that the earlier approach cast too wide a net. Harold described the amendments as a step forward but identified several consumer-protection concerns that remain unresolved.

In particular, Harold noted the conflict created when MGAs are expected to oversee agents while earning a percentage of those agents’ commissions. He also called for MGAs to be required to carry errors and omissions insurance and for greater clarity regarding the respective responsibilities of insurers and MGAs, including agent training requirements.

Harold also emphasized that principles-based regulation must include prescriptive elements so regulated parties understand what is required of them.

The Ontario Ministry of Finance is accepting comments on the proposal until August 17, 2026.

Read the Globe and Mail article here.

Review the proposal and submit comments here.

The post Harold Geller Quoted in The Globe and Mail on Ontario’s Proposed Regulation of Life and Health MGAs appeared first on Sotos LLP.

Over the course of his career, Harold has assisted more than 1,500 Canadians in recovering losses. He regularly acts in matters involving banks, investment dealers, portfolio managers, financial advisors, life insurance agents, agencies, and insurers. His work includes proceedings before the civil courts and the Ombudsman for Banking Services and Investments (OBSI).

Harold is frequently consulted by lawyers, regulators, financial professionals, and media organizations on issues affecting retail investors, seniors, and life insurance consumers. He has also held numerous leadership and advisory roles relating to investor advocacy, consumer protection, and financial services regulation, including with the Ontario Securities Commission, IIROC, OBSI, FSRAO, and the Financial Planning Association of Canada.

“Harold brings exceptional depth in securities litigation, investor protection, and financial services disputes,” said John Yiokaris, Co-Managing Partner at Sotos LLP. “His experience further strengthens our litigation platform and reflects the continued growth of Sotos as a full-service law firm.”

Harold’s arrival enhances Sotos LLP’s ability to advise clients in complex securities, investor protection, and financial services disputes, while supporting the firm’s broader commitment to sophisticated litigation and dispute resolution counsel.

To read more about Harold’s practice, please visit: https://www.sotosllp.com/team/harold-geller/.

The post Sotos LLP Welcomes Securities Litigation Lawyer Harold Geller appeared first on Sotos LLP.

While the Strategy presents significant policy aspirations, many underlying questions and specifics concerning the Strategy remain unanswered. Perhaps most importantly, whether this Strategy sufficiently addresses the underlying barriers that limit competition in Canada’s grocery industry and contribute to higher grocery costs, remains at the forefront of small and medium sized industry participants’ minds.

The Rationale for the Strategy:

Food affordability, accessibility, and domestic food production continue to be pressing concerns for Canadians. Previous market studies have revealed that there are five major grocers that dominate nearly all of the retail food market, with Loblaws controlling 17% of the market, Sobeys controlling 14% of the market, Metro controlling 6% of the market, Costco controlling 15% of the market, and Walmart controlling 13% of the market. That leaves only (approximately) 35% of the market open to other players in the industry. Because the grocery market is highly concentrated at the distribution and retail levels, there is little room for emerging and established true independent grocers to compete, as most rely on the major retailers for some or all of their inventory, the cost of which is mandated.

The Strategy:

To address these challenges, the Government of Canada has committed to invest more than three billion dollars over the next decade to strengthen Canada’s food system. As described below, the Strategy aims to increase competition, expand domestic food production, improve food distribution, build infrastructure, and reduce regulatory barriers that contribute to higher food costs.[3]

Food Terminals and Food Hubs:

A central component of the Strategy is a one billion dollar investment through the new Food Link Fund to expand food terminals and food hubs across Canada.[4] The investment is intended to help farmers and businesses grow more efficiently, enable independent grocers to purchase more competitively priced products and establish more independent supply chains.[5] By expanding food terminals, independent retailers will gain greater access to locally produced food without needing to rely exclusively on supply chains controlled by dominant grocery retailers, in turn fostering a degree of competition and price stabilization.[6] The Strategy anticipates that stronger local distribution networks will reduce transportation and distribution costs and allow independent grocers greater access to more affordable products, without relying on larger retail chains.[7]

Where food terminals are not feasible nor practical, the Strategy proposes the establishment of commercial food hubs operated by independent retailers and cooperatives.[8] These hubs will serve as regional distribution centres by facilitating the collection, storage, and delivery of locally produced food to retailers, restaurants, institutions and consumers.[9] Food hubs are intended to consolidate supply and lower costs (including costs related to logistics and distributions) by delivering competitively priced products. The Government expects to establish up to 40 food hubs, creating additional alternatives to major grocery supply chains, where food terminals are not feasible.[10]

Strengthening Competition Enforcement:

The Strategy will also provide ongoing funding of $12.9 million annually to strengthen the capacity of the Competition Bureau and the Competition Tribunal.[11] The additional funding is intended to increase the Bureau’s enforcement capacity as well as promote competition throughout the agriculture and agri-food supply chain. The increased enforcement capacity of the Bureau will attempt to create greater consumer savings through increased investigations and dedicated enforcement of anti-competitive behaviour.

The Government’s Proposed Timeline:

The Government has established measurable targets, including:

• Reaching an agreement with the Province of Ontario by the end of 2026 to expand the Ontario Food Terminals;
• Beginning construction of two additional food terminals by the end of 2028;
• Establishing or expanding 10 additional food hubs by the end of 2028;
• Increasing by 15% the number of independent grocers who purchase food from food terminals or food hubs by 2030; and
• Increasing local food sales by small and medium sized food producers by 25% by 2030; and
• Increasing Competition Bureau investigations by 10%, resulting in consumer savings of approximately $350 million annually.[12]

Farm Credit Canada (“FCC”) is supporting the Government’s Strategy through a new $1 billion Agri-food Project Finance Fund.[13] Such fund aims to finance eligible agri-food infrastructure and food processing projects, including projects that have previously struggled to receive funding..[14] The Agri-food project Finance Fund will complement FCC’s existing commitment to invest two billion dollars into food and agriculture innovation by 2030.[15] Together, these funds will assist in financing capital intensive agrifood infrastructure and processing projects.

Increasing Local Food Production:

The Strategy proposes substantial investments to expand Canada’s food production and processing capacity. The funding commitments include:

• Up to $350 million in funding, made available through the Strategic Response Fund (“SRF”), for eligible agri-food projects with new contributions up to $50 million.[16] The Government calls on industry leaders inviting them to put forward proposals for projects that will improve the self-sufficiency of food processing. Proposals should focus on building new infrastructure, modernizing existing capacity and strengthening support infrastructure;[17];
• $150 million in existing SRF funding to support food-related innovation ecosystems;[18]
• $150 million through new funding to the Regional Economic Growth through Innovation program for agri-food projects;[19]
• $150 million in new funding for the Food Security Fund to expand domestic processing, storage, distribution, and delivery capacity;[20]
• $100 million in new funding for Canada’s Collaborative Food Innovation Fund. This Funding will help companies commercialize IP, increase demand for Canadian value-added ingredients and food production, and expand the scope of production; and[21]
• $750 million over the next seven years to increase year round production of fruits and vegetables, through building more greenhouses and other controlled growing environments.[22] $650 million of the $750 million will be dedicated to support producers as they incorporate technology to reduce operating costs. The remaining $100 million will be dedicated to expand local food production in rural and northern communities.

Collectively, these investments, as well as other funds promised by the Government are intended to strengthen Canada’s domestic food supply and reduce reliance on imported goods and services, including foreign processing capacity.

Regulatory Reform and Internal Trade:

The Government commits to reduce regulatory barriers that increase costs in the food supply chain. These barriers are generally believed to increase costs, discourage investment, and limit growth throughout Canada’s food system. On June 18, 2026, Parliament enacted Bill C-30, which amended the Canadian Food Inspection Agency Act and Pest Control Products Act to require greater consideration of food security and affordability.[23] These amendments aim to provide growers and livestock producers with greater access to lower-cost production inputs (including seeds, feed, and fertilizers), by reducing regulatory delays and approval backlogs.[24]

To improve interprovincial trade, another goal of this Strategy, the Government will provide provincially licensed food establishments with further guidance to help them satisfy federal food requirements. To achieve this goal, the Government will be giving abattoirs a time-limited exemption from the Safe Food for Canadians Regulations. By doing so, local famers and rural Canadians will be able to make meat more accessible, given the regional shortages of slaughter capacity. This is said to reduce the federal administrative burden by leveraging provincial and territorial food rules. In turn, the Government expects these measures to improve market access for Canadian procedures, including the purchasing of domestically-produced foods.[25] This initiative is supported by a $12 million investment over three years, followed by an additional $3 million annually on an ongoing basis.[26]

Do These Initiatives Improve Competition in Canada?

The Strategy acknowledges that Canadians continue to face serious food affordability challenges. Through these initiatives, the Government expects to strengthen competition and expand domestic food production. However, despite the more than $3 billion commitment over the next ten years, the Strategy lacks focus and adopts an extremely broad approach that distributes funds over many initiatives, rather than concentrating on certain targeted priorities. The Strategy provides approximately $320 CAD million annually, or roughly $7.80 CAD per Canadian each year.[27] By comparison, the United States Farm Bill invests an estimated $75 USD to $120 USD per person annually toward comparable objectives, which is substantially higher per capital support for these initiatives.[28]

Commentators have also noted that Canada’s food security challenges do not revolve around availability, but rather affordability driven by, among other factors, limited competition and increased consolidation.[29] Rather, Canada’s primary issue relates to insufficient competition within the grocery sector, where a small number of dominant retailers continue to control most of the market.[30] This results in a market where food prices remain high and unaffordable, with little pressure to find meaningful solutions to lower costs and produce locally.

In addition, this Strategy gives relatively little attention to Canada’s supply management system. Dairy, poultry, and egg production account for approximately one-fifth of Canada’s farm cash receipts.[31] Yet, the Strategy contains few substantive proposals addressing this crucial sector of the market. Similarly, the Strategy does not adequately engage with the issue of restrictive property controls, which continue to prevent independent grocery retailers from entering many local markets.[32] The Competition Bureau’s 2023 Grocery Market Study identified restrictive property controls as a significant barrier to competition.[33] The Competition Bureau consequently launched an investigation into this matter on March 1, 2024. Despite these findings, Manitoba remains the only province to have prohibited this practice thus far.[34]

Recommended Action:

While the Strategy contains several promising initiatives, additional reforms are needed to meaningfully increase competition within Canada’s grocery sector. The $12.9 million ongoing funding towards strengthening the capacity of the Competition Bureau is only a drop in the ocean and is unlikely to make a substantive difference. Rather than adopting a broad, system-wide approach, a more targeted investigation of each stage of the food supply chain should be undertaken. Addressing unique competitive barriers affecting food production, processing, distribution, and retail would likely produce more effective and lasting improvements than the Strategy’s current high level approach. In our view, the following items are necessary:

1. Give stronger power to the Competition Bureau to challenge anti-competitive mergers and conduct;
2. Prohibit practices that exclude competitors, including stronger prohibitions on restrictive property controls and exclusivity clauses;
3. Support financially independent wholesalers and buying groups, such as co-operatives;
4. Provide funding to independents to upgrade technology; and
5. Eliminate Interprovincial trade barriers.

The Competition Bureau is accepting public feedback through this online form on the barriers to competition in the grocery industry until July 31, 2026.[35]

Sotos LLP advises independent grocers, suppliers, distributors and other food-sector businesses on competition, regulatory and commercial matters. We can help businesses understand how the Strategy, its funding programs and developments in competition law enforcement may affect their operations and growth. Contact our team to discuss what these developments could mean for your business.

About the authors:

John Sotos and Jason Brisebois lead Sotos LLP’s grocery practice.

John is widely regarded as the dean of franchising, licensing and distribution bar. He has been recognized by Chambers Canada, the Canadian Legal LEXPERT Directory, Lexology Index: Canada, and Best Lawyers in Canada. John can be reached at 416.977.9806 or jsotos@sotos.ca.

Jason Brisebois advises clients on franchising, distribution and commercial matters, with a particular focus on the grocery sector. He received the 2024 Lexology Client Choice Award and has been recognized by the Canadian Legal LEXPERT Directory, Lexology Index: Canada, and Best Lawyers in Canada. Jason can be reached at 416.572.7323 or jbrisebois@sotos.ca.

Aly Weiss is a 2026 summer student at Sotos LLP and contributed to the research and preparation of this article.

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Oleyna’s practice focuses on intellectual property and commercial disputes, including franchising, licensing, and distribution matters. She advises clients on trademark disputes, patent litigation, intellectual property enforcement, and product commercialization matters across federal and provincial jurisdictions in Canada.

Oleyna brings a distinctive combination of scientific and litigation experience to matters involving complex technologies, regulatory frameworks, and highly regulated industries, including life sciences, technology, health and wellness, and energy-related sectors.

Prior to joining Sotos LLP, Oleyna practised in complex pharmaceutical and biotechnology patent litigation before the Federal Court, Federal Court of Appeal, and Supreme Court of Canada.

Oleyna earned her J.D. from Queen’s University and holds both an Honours B.Sc. and an M.Sc. in Medical Sciences from McMaster University, where she specialized in immunology and allergic disease research.

We are delighted to welcome Oleyna to the firm and look forward to the contributions she will make to our clients and team.

Read more about Oleyna’s practice here: https://www.sotosllp.com/team/oleyna-strigul/.

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A “time is of the essence” (TOE) clause is a common contractual provision used in a wide range of commercial agreements. At its core, a TOE clause indicates that compliance with specified timelines is a material term of an agreement and that failure to meet those timelines, however minor or inconsequential, can constitute a breach entitling the non-breaching party to terminate the contract. In transactions with clearly defined deadlines (such as a fixed closing date), a TOE clause demonstrates that performance within a stipulated timeframe is an essential term of the agreement.

Notwithstanding their widespread use, TOE clauses have frequently been the subject of commercial disputes, highlighting the persistent challenges associated with their interpretation and application. Most recently, the Supreme Court of Canada (SCC) granted leave to appeal the decision of the Court of Appeal of Newfoundland and Labrador in Nova Fish Farms Inc. v Cold Ocean Salmon Inc., highlighting the continued significance of TOE clauses in Canadian contract law.

The Dispute: Nova Fish Farms Inc. v Cold Ocean Salmon Inc.

In this dispute, Cold Ocean Salmon Inc. (the Seller) agreed to sell several trout farms to Nova Fish Farms Inc. (the Buyer) under an agreement of purchase and sale signed in February 2020 (the Agreement). The trout farms were on property leased from the provincial government and were licensed and regulated by both federal and provincial governments. As a result, the sale of the trout farms was conditional on government approval. The Agreement required each party to take the necessary steps to obtain government approval “as promptly as practicable” and that the parties use “commercially reasonable efforts” to obtain approval before closing. The Agreement contained a TOE clause.

Due to the COVID-19 pandemic, neither of the parties took any meaningful steps to obtain the necessary government approvals over the next 16 months. In June 2021, the Buyer submitted transfer applications to the government and received approval in October 2021. The Buyer then notified the Seller of the government approval and that the Buyer wished to proceed with closing. The Seller ultimately informed the Buyer that it did not intend to close, which led to the Buyer suing for specific performance.

The Lower Court’s Decision

The trial judge found that the Buyer had breached the Agreement by failing to take the necessary steps to obtain government approval “as promptly as practicable”. Although there were no set timelines in the Agreement to obtain the government approvals, the trial judge held that the 16-month period was not in the contemplation of the parties and that the TOE clause entitled the Seller to terminate the Agreement.

The Court of Appeal’s Decision

The Court of Appeal disagreed with the trial judge, holding that the TOE clause did not extend to obligations governed by indefinite time provisions (i.e., “as promptly as practicable”). Rather, the Court of Appeal observed that the cases cited by the parties where TOE clauses were enforced “involved precisely stipulated time limits”, such as a fixed or outside closing date.

The Court of Appeal placed particular emphasis on the need for certainty in commercial agreements. It explained that contracting parties utilize TOE clauses to provide clear consequences of a breach relating to timelines, most notably, that a failure to meet such timelines entitles the non-breaching party to terminate the contract. Extending a TOE clause to obligations without defined timelines, the Court of Appeal cautioned, would undermine this objective by introducing ambiguity as to both compliance and the point at which termination rights arise.

Key Takeaways for Drafting and Strategy

The Nova Fish Farms Inc. v Cold Ocean Salmon Inc. case underscores the nuanced application of TOE clauses in Canadian commercial contracts. While TOE clauses are designed to ensure timely performance of contractual obligations, their enforceability may be tied to the presence of clearly defined deadlines. Subject to further guidance from the SCC, the Court of Appeal’s decision suggests that where contractual obligations are expressed in indefinite terms, such as “as promptly as practicable,” a TOE clause may not automatically grant a party the right to terminate.

This case serves as a cautionary reminder to contracting parties of the importance of establishing clear and precise deadlines within their agreements, particularly where the timing of performance is intended to be of fundamental importance. Parties should also carefully assess whether the inclusion of a TOE clause is appropriate in the circumstances. Such clauses should not be adopted as a matter of course, and instead should be evaluated and tailored on a case-by-case basis to ensure alignment with the parties’ intentions.

For businesses navigating complex commercial agreements, the use and interpretation of “time is of the essence” clauses can have significant legal and financial consequences. Sotos LLP has extensive experience advising clients on contract drafting, risk management, and high-stakes commercial disputes. If you have questions about how these developments may impact your agreements or require strategic guidance, our team would be pleased to assist.

About the Author
Sam Fata is an associate in the corporate and commercial group at Sotos LLP. His practice focuses on corporate finance, mergers and acquisitions, securities, and commercial law. He advises clients across a wide range of industries, including technology, manufacturing, mining, agribusiness, entertainment, artificial intelligence, and consumer goods. Sam takes a client-focused approach, working closely with businesses to understand their objectives and deliver practical, tailored legal solutions. He can be reached at 416.530.0447 or sfata@sotos.ca.

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Investors increasingly buy shares in companies that trade on the exchanges of multiple countries. Capital markets are global — Canadians wish to invest in foreign companies and foreign companies wish to raise capital from Canadians.

When disclosure is incomplete or misleading, the legal response in Canada — unlike the U.S. — can be global too. A shareholder who bought on a U.S. exchange can still sue in a Canadian class action, and an asset manager may need to evaluate recovery options in more than one jurisdiction.

Shareholder rights in the U.S. are more geographically constrained. Specifically, investors can only seek recovery in U.S. federal court for losses related to shares purchased on a U.S. exchange.

In Morrison v. National Australia Bank Ltd., 561 U.S. 247 (2010), the U.S. Supreme Court adopted a bright-line, transaction-based limit on the reach of U.S. federal securities law, limiting its reach to, “the use of a manipulative or deceptive device or contrivance only in connection with the purchase or sale of a security listed on an American stock exchange, and the purchase or sale of any other security in the United States.”

The practical effect is that U.S. cases are tethered to U.S.-exchange purchases and domestic transactions.

That rule narrows who gets access to U.S. courts, even when the alleged misstatements are the same, the disclosure was global and the harm was widespread. It also means that many investors holding cross-listed stocks — who purchased shares on both U.S. and non-U.S. exchanges — are unable to seek full recovery in U.S. courts alone.

The Canadian approach

Ontario, where most Canadian securities class actions are filed, has specifically rejected the U.S. exchange-based rule for jurisdiction in securities class actions.

Instead, Ontario courts focus on whether there is a “real and substantial connection” to the province. That could include being listed on a Canadian exchange, having significant operations in Canada, etc.

Applying this flexible standard, Ontario courts have certified classes that reach far beyond Canadian borders.

If a real and substantial connection exists, the court may certify a class that reaches beyond Canadian residents and beyond Canadian exchanges. The practical result for investors who have purchased shares on both a Canadian exchange and a foreign exchange — U.S. or otherwise — is that they can seek full recovery in a single proceeding in Canada.

Ontario’s long-arm jurisdiction

In Longair v. Akumin Inc., 2024 ONSC 3675, the court dismissed outright arguments that a proposed class action should be limited to shares purchased on a Canadian exchange, or that respect for foreign courts requires Ontario to step back in favour of a “place of trading” norm.

The relevant shares were traded on the Toronto Stock Exchange and NASDAQ. The core points include:

• Ontario securities law does not contain a “place of trading” limitation.
• Ontario courts can exercise “long-arm” jurisdiction where the defendant has a real and substantial connection to Ontario.
• There is no norm requiring these claims to be heard only where the securities traded.

Akumin Inc. is part of a broader trend — Ontario courts are prepared to certify classes that include foreign-exchange purchasers when Ontario has a close connection to the issuer and the dispute. The courts manage overlap issues through case management rather than by adopting the bright-line exchange-based approach relied on by the U.S. Supreme Court in National Australia Bank.

Claims listed exclusively on foreign exchanges

Akumin Inc. confirmed that with a cross-listed issuer, foreign claimants could bring their claims related to shares purchased on a non-Canadian exchange in an Ontario court. However, this is not the limit of the kinds of claims Ontario courts will hear.

A company listed exclusively on a foreign exchange may be sued for alleged misrepresentations in its disclosure in an Ontario securities class action even if it is not listed on any Canadian exchange.

Abdula v. Canadian Solar, 2015 ONSC 53 confirmed that an issuer listed on a foreign exchange can still face an Ontario securities class action if it has a sufficiently close connection to Ontario. Canadian Solar, incorporated under the Canadian federal corporate statute, was listed on the NASDAQ and less than 4% of its shares were beneficially owned by Ontario residents.

Listing on a foreign exchange does not bar a Canadian class action if the company’s operations establish a meaningful connection to Canada.

The location of the underwriter

In Kamrani-Ghadjar v. Anaergia, 2025 ONSC 2167, the court confirmed that for IPO misrepresentation claims, it is irrelevant whether the selling underwriter was domestic or foreign. Anaergia included both secondary market claims (claims related to freely trading shares) and IPO claims (claims relating to newly issued shares).

Some of the underwriters for the IPO claims were Canadian and others were non-Canadian. The defendants argued that non-Canadian underwriters should be excluded. The court disagreed, holding that it did not, “see why a global class should exclude purchasers who bought from non-Canadian underwriters ”

For investment advisors, this raises important investor protection considerations with direct client service implications. Clients with concentrated positions in companies that are defendants in a class action may receive notices from more than one jurisdiction, and may need to consider which proceedings to participate in.

This is also a governance issue for portfolio managers and institutional investors. A fund may need a litigation participation policy and process for: (i) mapping trading history by exchange, (ii) tracking parallel Canadian and U.S. proceedings and (iii) deciding whether to remain in one class, participate in both where possible or opt-out strategically depending on the claims, available damages and the proposed releases.

Three takeaways:

1. Canadian jurisdiction is connection-driven, not exchange-driven. Akumin Inc. reinforces that Canadian courts have specifically rejected National Australia Bank’s exchange-based logic.
2. Foreign-exchange purchasers may still be liable in a Canadian lawsuit. Canadian Solar remains a strong example of Ontario courts’ willingness to hear claims where the issuer has a “real and substantial connection” to Ontario.
3. Foreign underwriters may be liable in a Canadian lawsuit. As underscored in Anaergia, other capital market participants like underwriters, even those situated abroad, may also find themselves before Canadian courts defending securities misrepresentation claims.

Part 2 of this series will look at the next set of practical differences between Canadian and U.S. securities class actions: thresholds to proceed, liability for misleading forecasts and projections and how damages calculations can diverge across the border.

This article originally appeared in Investment Executive. 

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