Law Dictionary

Abandoned property is property its owner has given up with no intention of reclaiming it. In British Columbia commercial leasing, it usually means a tenant leaving the premises and its goods behind. The landlord's rights then depend on the lease, the common law of repudiation, bailment and conversion, not on any general abandonment statute.

An accession is a good installed in or affixed to another good, such as an engine installed in a truck. Under British Columbia's Personal Property Security Act, a security interest in the accession generally keeps priority over claims to the whole good, subject to statutory exceptions, and the secured party may be able to remove it.

An ad valorem tax is a tax calculated as a percentage of the value of something, rather than as a fixed amount. In British Columbia the two common examples in property matters are annual property taxes, based on the assessed value of land and improvements, and the Property Transfer Tax charged on registering a transfer of land, based on fair market value.

Adverse possession is acquiring title to land through long, open and exclusive possession without the owner's permission. It is effectively abolished in British Columbia: section 23(3) of the Land Title Act bars any such claim against registered land, so occupying a neighbour's land, however long, does not transfer title.

Agency is the legal relationship in which one person, the agent, has authority to act for another, the principal, and to bind the principal in dealings with third parties. In British Columbia, agency rests mainly on the common law. Authority may be actual or apparent, and the agent owes the principal fiduciary duties.

An agency agreement is a contract under which one party, the agent, is authorized to act on behalf of another, the principal, usually to deal with third parties. It sets out the scope of the agent's authority, the agent's duties, compensation and how the arrangement ends. Within that authority, the agent's acts bind the principal.

Alternative dispute resolution (ADR) means resolving a dispute without a court trial, mainly through negotiation, mediation or arbitration. In British Columbia, a party to a BC Supreme Court action can require mediation by serving a Notice to Mediate, arbitration is governed by the Arbitration Act, and the Civil Resolution Tribunal decides small claims up to $5,000.

Amalgamation is the British Columbia procedure by which two or more companies merge and continue as one company under the Business Corporations Act (BCBCA). The amalgamated company holds all property and remains liable for all obligations of each predecessor. Most amalgamations need an agreement adopted by special resolution, while affiliated companies can use a simpler short-form process.

Arbitration is a private dispute resolution process in which the parties agree to have one or more neutral arbitrators decide their dispute and issue a binding award. In British Columbia, domestic arbitrations are governed by the Arbitration Act and international commercial arbitrations by the International Commercial Arbitration Act. Awards are enforceable through the courts.

A British Columbia company's articles are its internal rules, covering share rights and transfers, directors' powers, meetings, borrowing and indemnities. Under the Business Corporations Act every company must have articles, often based on the statutory Table 1 form. BC companies do not have bylaws; that term applies to societies, strata corporations, federal corporations and municipalities.

Asset protection is lawful planning that separates personal and business assets from future liabilities, typically through incorporation, holding companies, trusts, insurance and secured financing. In British Columbia it must happen before a claim arises: transfers made to defeat existing or foreseeable creditors can be set aside under the Fraudulent Conveyance Act or the federal Bankruptcy and Insolvency Act.

An assignment is the transfer by one party, the assignor, of a right or interest to another, the assignee. Common examples are assigning the benefit of a contract, a debt, a lease or intellectual property. The benefit of a contract can usually be assigned, but the burden, meaning a party's obligations, cannot be transferred without the other party's agreement.

An assignment of confidential information describes the transfer, usually in a business sale or technology deal, of the right to use and protect a company's confidential information, such as formulas, processes, pricing and plans. Because Canadian law generally does not treat information as property, these deals work through contract terms and the transfer of confidentiality obligations rather than a transfer of ownership.

An assignment of contract transfers one party's rights under a contract, such as the right to be paid, to a third party. Rights are assignable unless the contract prohibits it, but obligations cannot be transferred without the other party's consent, usually by novation. In British Columbia, a legal assignment of a debt must be written and notified to the debtor.

An assignment of copyright is the transfer of ownership of some or all of the rights in a work, such as software, text, images or designs, from the owner to another person. Under Canada's Copyright Act, an assignment is valid only if it is in writing and signed by the owner or the owner's authorized agent. Moral rights cannot be assigned.

An assignment of customer lists is the transfer of a business's customer records, usually as part of the sale of a business or its assets. A customer list often forms part of the goodwill being sold. Where the list contains personal information about individuals, privacy law controls how it may be disclosed and used by the buyer.

An assignment of database rights is the transfer of whatever rights a party holds in a database, usually as part of a technology deal or business sale. Canada has no special database right. A database may be protected by copyright as a compilation, but the underlying facts and data are not, so most data value is protected and transferred through contract and confidentiality.

An assignment of domain names is the transfer of the registration of a domain name from one registrant to another, usually by a change of registrant through the registrar. A domain name is a contractual registration right with a registrar, not a registered intellectual property right, so the transfer follows the registrar's terms and the rules of the domain's registry.

Goodwill is the value of a business's reputation, customer relationships and expectation of repeat trade beyond its tangible assets. In a British Columbia asset sale, goodwill is assigned to the buyer under the asset purchase agreement, usually supported by the seller's non-competition and non-solicitation covenants. Goodwill cannot be sold separately from the business it attaches to.

An assignment of intellectual property is a permanent transfer of ownership of a patent, trademark, copyright or industrial design to another person. These rights are governed by federal statutes: a copyright assignment must be in writing and signed by the owner, and assignments of registered rights should be recorded with the Canadian Intellectual Property Office to protect against later claimants.

An assignment of know-how is a transfer of practical technical or business knowledge, such as methods, techniques, recipes or operating experience, usually in a business sale or technology deal. Because know-how is not a registered right and is often held in people's heads, the transfer is achieved through contract terms, documentation, training and confidentiality obligations rather than a registration.

An assignment of lease transfers a tenant's entire remaining interest in a lease to a new tenant. In BC commercial leasing, the right to assign is governed by the lease itself, which usually requires the landlord's consent. Unless the landlord signs a release, the original tenant generally remains liable for rent and the other covenants if the assignee defaults.

An assignment of patents is the transfer of ownership of a patent or patent application from one person to another. It is normally done by a written assignment document. Recording the assignment with the Canadian Intellectual Property Office does not make it valid between the parties, but it protects the new owner's priority against later purchasers.

An assignment of rights is the transfer of a contractual or other legal right, such as the right to receive payment, from one party to another. Only rights, meaning the benefits of a contract, can be assigned on their own. Obligations cannot be transferred without the consent of the person to whom they are owed, which is done through a novation.

An assignment of royalties is the transfer of the right to receive future royalty payments, for example under a patent, trademark, copyright or resource licence, in exchange for a lump sum or other consideration. The assignor usually keeps the underlying intellectual property and the licence relationship, while the assignee receives the payment stream.