Law Dictionary

A demand letter is a written notice from a creditor, claimant or their lawyer setting out a claim, what is required, and a deadline before legal action is started. In BC it does not stop the two year limitation period, and it is often marked without prejudice for settlement offers to protect them from use in court.

A derivative action is a lawsuit brought by a shareholder or director in the company's name to enforce a right the company itself has failed to pursue, often against its own directors or officers. Under BC's Business Corporations Act (BCBCA), it can proceed only with leave of the BC Supreme Court.

A digital asset is anything of value that exists only in electronic form, such as cryptocurrency, domain names, software, websites, data and online accounts. Whether it is owned property or only a contractual licence depends on the asset and the platform terms, which affects whether a business can sell it, pledge it as security or transfer it.

Director liability is the personal legal exposure of a company director. In BC, directors owe the company a fiduciary duty and a duty of care under the BCBCA, and statutes make them personally liable for specific items such as up to two months' unpaid wages, unremitted payroll deductions and GST, and improper dividends paid while insolvent.

Discovery is the pre-trial stage of a BC Supreme Court action in which each party must list and produce relevant documents, including electronic records, and may question the other party under oath at an examination for discovery. Information obtained through discovery may generally be used only for that lawsuit, under the implied undertaking rule.

Dispute resolution is the set of methods used to settle legal disagreements, from negotiation and mediation to arbitration and court litigation. In British Columbia, domestic commercial arbitration is governed by the Arbitration Act, small claims go to the Civil Resolution Tribunal or Small Claims Court, and larger disputes proceed in the BC Supreme Court.

Dissolution is the legal end of a company's existence. A BC company can be dissolved voluntarily under the BCBCA by ordinary resolution and an application filed with the Registrar once its assets and liabilities have been dealt with, or by the Registrar, for example for failing to file annual reports. A dissolved company can sometimes be restored.

A distribution agreement is a contract under which a supplier appoints a distributor to buy and resell its products in a defined territory or channel. It sets exclusivity, pricing, minimum purchases, trademark use and termination. In British Columbia it may be caught by the Franchises Act and must respect the federal Competition Act.

A divestiture is the sale or disposal of a business unit, subsidiary or significant assets by a company. It may be a strategic choice or a remedy ordered in a federal Competition Act merger review or an Investment Canada Act national security review. A BC company selling all or substantially all of its undertaking needs shareholder approval by special resolution.

A domain name is the registered internet address of a website, such as fulcrumlaw.ca. Domain names are registered through accredited registrars, with .ca names administered by CIRA. Disputes with trademark owners over bad faith registrations are usually resolved through the CIRA Domain Name Dispute Resolution Policy or the UDRP, or by a passing off or trademark claim in court.

Due diligence is the investigation a buyer, investor or lender carries out before closing a transaction, reviewing the target's corporate records, contracts, liabilities, title, litigation, tax and regulatory compliance. In BC, it typically includes Corporate Registry, Personal Property Registry, land title and litigation searches, and its findings shape the representations and indemnities in the purchase agreement.

A duty of care is a legal obligation to take reasonable care to avoid causing foreseeable harm to others. In British Columbia negligence law, a duty exists where harm was reasonably foreseeable and the parties' relationship is sufficiently close, and the Negligence Act apportions liability among everyone at fault, including a plaintiff who contributed to the loss.

A duty to disclose is a legal obligation to reveal information to another party. In British Columbia, arm's length contracting parties generally have no duty to volunteer information, but a duty arises from statute, fiduciary or special relationships, half-truths and active concealment, and property sellers must disclose known latent defects that make a property dangerous or unfit for habitation.

The duty to mitigate is the principle that a party who suffers loss from a breach of contract or civil wrong cannot recover damages for loss it could reasonably have avoided. The party in breach must prove the failure to mitigate, and the injured party can recover reasonable costs it incurred trying to reduce its loss.

The duty to warn is a legal obligation, mainly on manufacturers and suppliers of products, to give clear and adequate warnings of dangers inherent in a product's ordinary use that they know or ought to know about. It is part of the law of negligence and continues after the product is sold if new dangers come to light.

An easement is a right attached to one parcel of land to use a neighbouring parcel for a specific purpose, such as access, drainage or utilities. In British Columbia, an easement needs a benefiting and a burdened parcel, is registered as a charge under the Land Title Act, and cannot be acquired by long use or prescription.

An easement is a right that the owner of one parcel of land has to use another parcel for a particular purpose, such as access, utilities or drainage. It attaches to the land rather than to the owner personally, so it normally passes to future owners. In BC, easements are usually created by a registered agreement.

E-commerce is the sale of goods or services online. In British Columbia, online consumer sales are distance sales contracts under the Business Practices and Consumer Protection Act, which require specific disclosures, a chance to accept or decline, and a copy of the contract. The Electronic Transactions Act validates electronic contracts, and federal law governs commercial email and deceptive marketing.

Economic sanctions are federal measures that prohibit persons in Canada, and Canadians outside Canada, from dealing in property of, or providing financial and other services to, listed foreign states, entities and individuals. Canada imposes them mainly under the Special Economic Measures Act and the United Nations Act, and wilful contravention is a criminal offence.

Economic torts are civil wrongs that cause financial loss to a business through intentional interference rather than physical harm. In British Columbia they include inducing breach of contract, causing loss by unlawful means, civil conspiracy, passing off, deceit and injurious falsehood. They are common law claims, usually subject to the two year limitation period under the Limitation Act.

An electronic contract is an agreement formed or recorded electronically, for example by email exchange, an online click-through or an e-signing platform. In British Columbia, the Electronic Transactions Act confirms that a contract is not invalid only because it is electronic, and courts enforce click-wrap terms that were reasonably brought to the user's attention.

Electronic data interchange, or EDI, is the computer to computer exchange of business documents, such as purchase orders and invoices, between trading partners in a standard electronic format. It is a technology and business term rather than a legal one. Its legal effect usually depends on a trading partner agreement setting out how electronic messages create binding obligations.

Electronic discovery, or e-discovery, is the process of identifying, preserving, collecting, reviewing and producing electronically stored information, such as emails, texts, files and database records, in litigation. Electronic documents are treated as documents for discovery purposes, so a party must preserve and disclose relevant electronic records in the same way as paper.

An electronic funds transfer, or EFT, is the electronic movement of money between accounts, such as a direct deposit, pre-authorized debit, wire transfer or online payment. It is a banking and payments term rather than a legal one. The legal rules come mainly from the account agreements and payment system rules that govern each type of transfer.

An electronic signature is any electronic information a person creates or adopts to sign a document, such as a typed name, a scanned signature or a click on an e-signing platform. Under BC's Electronic Transactions Act, it satisfies a legal signature requirement, subject to exclusions and special rules for documents such as wills and land title instruments.