Law Dictionary

Export controls are federal rules that restrict the export of certain goods, software and technology from Canada, such as military items, dual use technology and goods destined for sanctioned countries. Exporters of controlled items need a permit before shipping. Related sanctions laws also restrict dealings with certain countries, entities and individuals.

Expropriation is the compulsory taking of private land, or an interest in land, by a government or authorized public body for a public purpose. In British Columbia, the Expropriation Act sets the procedure, lets owners request an inquiry into whether the taking is necessary, and entitles them to market value, disturbance damages and an advance payment.

Expropriation is the compulsory taking of private property by a government or other authority with statutory power, for a public purpose, with compensation to the owner. It can involve taking the whole property or only part, such as a strip for road widening. Owners are entitled to compensation under the governing statute.

Extradition is the formal process by which one country surrenders a person to another country to face criminal prosecution or serve a sentence. It is a criminal law and international law process involving individuals, not businesses. In Canada, it is governed by federal law and decided by the courts and the federal Minister of Justice.

Fair competition describes a market in which businesses compete on price, quality and service without agreements or conduct that unfairly restrict competition. It is a general policy concept rather than a legal term. In Canada, the legal rules protecting competition are found in the federal Competition Act, often called competition law.

Fair dealing is a user's right under Canada's Copyright Act to use a work without permission for research, private study, education, parody, satire, criticism, review or news reporting. The use must also be fair under factors set by the Supreme Court of Canada, and criticism, review and news reporting require naming the source and author.

Fair market value is the highest price an asset would bring in an open and unrestricted market between informed, prudent parties acting at arm's length and under no compulsion to act. Canadian courts and the Canada Revenue Agency use this standard for tax rollovers, non-arm's length transfers, estate freezes and business valuations in share and asset sales.

Fair trade practices is a general phrase for honest and fair dealing in business, such as truthful advertising, transparent pricing and honest dealings with customers and suppliers. It is not a specific legal term. In BC, the legal rules are found mainly in consumer protection law and in federal competition law.

Fair use is a United States copyright doctrine and does not apply in Canada. The nearest Canadian concept is fair dealing, an exception under the Copyright Act that allows use of a copyrighted work without permission if it is for an allowable purpose, such as research, education, criticism or news reporting, and the dealing is fair.

A fiduciary duty is a legal obligation of loyalty requiring one person to act in another's best interests, not for personal gain. Under section 142 of the Business Corporations Act (BCBCA), directors and officers must act honestly and in good faith with a view to the company's best interests, which includes avoiding conflicts and not taking corporate opportunities.

A breach of fiduciary duty occurs when a person who owes fiduciary duties, such as a director, trustee, agent or partner, fails to act loyally in the interests of the person they serve, for example by profiting secretly, acting in a conflict of interest or taking a business opportunity. Ordinary commercial relationships do not usually create fiduciary duties.

Financial disclosure is the provision of financial information about a person or business to another party, such as financial statements, liabilities and material contracts. In business, it most often arises in due diligence for share or asset purchases, financings and investments, where the information supports representations and warranties in the deal documents.

A force majeure clause is a contract term that excuses or suspends a party's performance when a specified event beyond its reasonable control, such as a natural disaster, war, epidemic or government order, prevents performance. In British Columbia it applies only if the contract includes one, and its scope, notice requirements and relief depend on the clause's wording.

Foreclosure is the court process a mortgage lender uses to enforce a mortgage after default. In British Columbia, the lender files a petition in the BC Supreme Court, obtains an order nisi that sets a redemption period, and if the borrower does not repay, usually seeks a court-approved sale of the property and judgment for any shortfall.

Franchise agreement review is a lawyer's review of a proposed franchise agreement and the franchisor's disclosure document before a franchisee signs, covering fees, territory, term, renewal, restrictive covenants, termination and transfer rights. Franchise agreements are usually standard form documents written in the franchisor's favour, so review identifies risks and points that may be negotiated.

A franchise agreement is the contract under which a franchisor grants a franchisee the right to operate a business using the franchisor's trademarks and system in exchange for fees and royalties. In British Columbia, the Franchises Act requires disclosure before signing, imposes a duty of fair dealing on both parties, and voids any waiver of the franchisee's statutory rights.

Franchise arbitration is the resolution of a dispute between a franchisor and franchisee by a private arbitrator rather than a court. It is available only if the franchise agreement, or a later agreement between the parties, provides for it. The arbitrator's award is generally final and binding, subject to limited rights of appeal or review.

Franchise compliance refers to both parties meeting their obligations in a franchise relationship. For the franchisor, this includes statutory disclosure and fair dealing; for the franchisee, it includes following the franchise agreement and system standards. Most operational obligations, such as support, training and marketing, come from the franchise agreement rather than statute.

Franchise disclosure is the franchisor's legal duty to give a prospective franchisee a disclosure document containing all material facts, financial statements, copies of the proposed agreements and other prescribed information. Under section 5 of British Columbia's Franchises Act, it must be delivered at least 14 days before the franchisee signs any franchise agreement or pays any consideration.

A franchise disclosure document is the document a franchisor must give a prospective franchisee before the franchise is granted, containing prescribed information about the franchisor, the franchise system, fees, financial statements and the agreements to be signed. Its purpose is to let the franchisee make an informed decision before committing.

Franchisee rights are the protections a franchisee holds under the franchise agreement and British Columbia's Franchises Act, including a complete disclosure document 14 days before signing or paying, rescission if disclosure fails, damages for misrepresentation, the right to associate with other franchisees, and the duty of fair dealing, none of which can be waived.

Franchise fees are the amounts a franchisee pays the franchisor, typically an initial fee for the grant of the franchise and ongoing fees such as royalties based on sales and contributions to an advertising fund. They may also include charges for training, technology, supplies and renewal or transfer. The amounts are set by the franchise agreement.

Franchise litigation is a court or arbitration proceeding between a franchisor and its franchisees. In British Columbia, claims commonly allege breach of the franchise agreement, breach of the statutory duty of fair dealing, misrepresentation in the disclosure document, or rescission under the Franchises Act, and may proceed as individual actions or class proceedings.

Franchise mediation is a process in which a neutral mediator helps a franchisor and franchisee try to settle a dispute by agreement. The mediator does not decide the dispute. Many franchise agreements require mediation before arbitration or litigation, but BC's franchise legislation does not itself require mediation or provide a mediation mechanism.

Franchise negotiation is the process of agreeing the terms of a franchise relationship before signing, such as fees, territory, term, renewal, site selection and personal guarantees. Franchisors often present standard terms, but some points can usually be negotiated, especially for experienced or multi-unit franchisees. Negotiated changes should be recorded in writing.