Law Dictionary

Legislation is law made by an elected legislature: statutes (Acts) passed by Parliament or the BC Legislature, and regulations made by government under the authority of a statute. Municipal bylaws are a form of law made under powers given by provincial statutes. Legislation sits alongside the common law, which comes from court decisions.

Liability is a legal responsibility to pay compensation or perform an obligation. It can arise from a contract, a tort such as negligence, a statute, or a breach of trust or fiduciary duty. In British Columbia, civil liability is decided by a court, tribunal or arbitrator, and most claims must be started within two years.

A licence is permission to do something that would otherwise be unlawful or an infringement. In business it takes three main forms: a regulatory licence from a government body, such as a municipal business licence in British Columbia; an intellectual property licence to use a trademark, copyright or patent; and a licence to occupy land, which is not a lease.

A licensing agreement is a contract in which the owner of intellectual property, such as a trademark, copyright, patent or software, permits another party to use it on defined terms, including scope, territory, exclusivity, duration and royalties, while keeping ownership. In Canada it is governed by contract law and the federal IP statutes, including the Trademarks Act and Copyright Act.

A lien is a right to hold or charge another person's property as security until a debt is paid. In BC, the most important is the builders lien: under the Builders Lien Act, contractors, subcontractors and suppliers who improve land can file a claim of lien against title, generally within 45 days after completion, abandonment or termination of the work.

A lien waiver is an agreement by a contractor, subcontractor, or supplier to give up its right to file a builders lien. In British Columbia, the Builders Lien Act makes an agreement to waive the Act's protections void, so lien rights cannot be signed away in advance. Owners rely instead on holdbacks, statutory declarations, and cancellation of filed liens.

Limited liability means a shareholder's financial exposure for a company's debts is limited to the amount invested in its shares. Under the BCBCA, a company is a separate legal person, so shareholders are not personally liable for its obligations. The protection has limits: personal guarantees, certain statutory director liabilities and, rarely, piercing the corporate veil.

Liquidation is the process of ending a company's business by selling its assets, paying its liabilities and distributing any surplus to shareholders before the company is dissolved. In British Columbia, a solvent company is liquidated voluntarily by shareholders' special resolution under the BCBCA or by court order, while an insolvent company is usually handled under federal bankruptcy law.

Litigation is the process of resolving a dispute through the courts. In BC, civil claims over $35,000 are brought in the Supreme Court of British Columbia under the Supreme Court Civil Rules, smaller claims go to Provincial Court or the Civil Resolution Tribunal, and appeals go to the Court of Appeal. Most claims must start within two years.

Litigation privilege protects documents and communications created for the dominant purpose of existing or reasonably expected litigation from disclosure to the other side. Unlike solicitor-client privilege, it can cover communications with third parties such as experts and investigators, but it ends when the litigation and closely related proceedings end. It is the Canadian counterpart to the US work product doctrine.

A loan is a contract under which a lender advances money to a borrower who promises to repay it, usually with interest, on agreed terms. In British Columbia, business loans are documented by a loan agreement or promissory note and are often secured by a general security agreement registered under the Personal Property Security Act, or by a mortgage.

In a business context, maintenance means the upkeep and repair of property, buildings or equipment. In a commercial lease, the lease decides who maintains and repairs what, for example the tenant for the interior of the premises and the landlord for the structure and common areas, and how those costs are shared through operating costs.

Malpractice is an informal term, borrowed largely from US usage, for a professional's failure to meet the standard of care expected of a reasonably competent member of the profession. In Canada the claim is usually framed as professional negligence, breach of contract or breach of fiduciary duty.

Markup is the amount added to the cost of a product or service to arrive at its selling price, often expressed as a percentage of cost. It is a business and pricing term rather than a legal one, and businesses in BC are generally free to set their own prices and margins.

A material breach is a failure to perform a contract term that is serious enough to deprive the other party of substantially the whole benefit of the contract. In British Columbia, a breach of that kind lets the innocent party choose to end the contract and claim damages, or affirm it and continue. Many commercial contracts define material breach expressly.

Mediation is a confidential, voluntary negotiation in which a neutral mediator helps the parties reach their own settlement; the mediator decides nothing. In a BC Supreme Court action, any party can compel the others to attend a mediation by serving a Notice to Mediate under the Notice to Mediate (General) Regulation. A signed settlement is an enforceable contract.

A mediation agreement is the contract under which parties agree to mediate a dispute with a neutral mediator, usually covering confidentiality, the mediator's fees and the process. The term is also used loosely for the settlement agreement the parties sign if mediation succeeds. Both are ordinary contracts.

A memorandum of understanding (MOU) records the main terms parties have agreed in principle before a final agreement. Its label does not decide whether it binds. A British Columbia court asks whether the parties objectively intended to be bound and whether the essential terms are certain, so an MOU should state clearly which provisions bind and which do not.

Merger control is the review of mergers and acquisitions by competition authorities to prevent transactions that substantially lessen or prevent competition. In Canada it is exclusively federal, carried out by the Commissioner of Competition and the Competition Bureau, with the Competition Tribunal deciding contested cases.

A minority shareholder holds less than a controlling interest in a company and cannot alone elect the board or pass resolutions. Under the BC Business Corporations Act (BCBCA), minority shareholders are protected by record inspection rights, dissent rights with payout of fair value, the derivative action, and the oppression remedy in section 227 against oppressive or unfairly prejudicial conduct.

Misappropriation means taking or using someone else's money, property or confidential information for an unauthorized purpose. In business, it commonly refers to misuse of trade secrets or confidential information, or to a fiduciary such as a director or employee diverting company funds or opportunities.

Misconduct is a general word for improper or wrongful behaviour, and its legal effect depends on context. In employment, serious misconduct may justify dismissal for just cause; for regulated professionals, professional misconduct is a disciplinary finding by a regulator; and for directors, misconduct may ground claims for breach of duty.

Misfeasance traditionally means doing a lawful act in a wrongful or improper way. It is not the same as negligence, which is a failure to take reasonable care. In Canadian law the term mainly survives in the tort of misfeasance in public office, which targets deliberate abuse of public power.

A misrepresentation is a false statement of fact, made before or when a contract is formed, that induces the other party to enter it. In BC the remedy depends on its type: rescission for innocent misrepresentation, and damages as well where the statement was negligent or fraudulent. Silence is generally not misrepresentation unless a duty to disclose exists.

Mitigation is the rule that a party claiming damages must take reasonable steps to reduce its loss after a breach of contract or other wrong. British Columbia courts will not award damages for losses the claimant could reasonably have avoided. The defendant must prove that the claimant failed to mitigate and that reasonable steps would have reduced the loss.