SAUDER SCHOOL OF BUSINESS AT UBC BALA 580A COURSE OUTLINE 2011 THE LAW OF BUSINESS ASSOCIATIONS

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1 SAUDER SCHOOL OF BUSINESS AT UBC BALA 580A COURSE OUTLINE 2011 THE LAW OF BUSINESS ASSOCIATIONS Instructor: Ellen McIntosh Office: HA 555 Telephone: E mail: ellen.mcintosh@sauder.ubc.ca Required Materials and Code: McIntosh, Cases and Materials on Business Associations CB WebVista (This package is also available at the Book Store) Partnership Act [RSBC 1996] Chapter 348 PA (The Partnership Act can also be purchased at the Book Store) Business Corporations Act [SBC 2002] Chapter 57 BCA (The Business Corporations Act can also be purchased at the Book Store) Course Objectives: The purpose of this course is to prepare MBA students with knowledge of the law of the law of business associations and the skill to apply these principles in a business context. 1

2 By the end of this course, students are expected to: 1) be able to recognize legal issues most frequently encountered in business; 2) have developed an understanding of the legal principles used by courts of law to resolve these issues; 3) have developed a legal vocabulary, and be able to use it correctly in the context of the Law of Business Associations; 4) be able to think critically about legal issues in the context of Business Associations; 5) have developed strategies to avoid potential legal problems; 6) be able to integrate and apply content knowledge in the context of Business Associations; 7) be able to present compelling legal arguments, oral and written; 8) have demonstrated professionalism (personal and social responsibility toward class participation); 9) and, be responsive to values of the legal profession. Evaluation: 1. Class Participation and Professionalism 10% 3. Case Presentation 20% 4. Assignment 1 10% DUE: APRIL Assignment 2 20% DUE: MAY Final Exam 40% Students will be evaluated on accurately identifying potential legal issues from a set of facts, explaining the applicable law accurately and completely, applying this law to the facts and coming to a well reasoned, logical and ethical solution. 2

3 Monday April 11 INTRODUCTION TO THE CANADIAN LEGAL SYSTEM Wednesday April 13 CHAPTER 1 SOLE PROPRIETORSHIPS AND PARTNERSHIPS 1. Introduction Course description/objectives/materials/assignments 2. Sole Proprietorships Practice Problem CB 9 Toronto Dominion Bank v. Del Grande CB 6 3. General Partnerships A. Legal Nature B. Creation and Liability PA 1, 2, 4, 6 10, 11 14, 16 How Courts Interpret Section 4 Lin v. Choudry Ignatius CB 19 Pitrie v. Racey CB 24 C. Apparent Partnerships PA S.16 Westfair Foods Ltd. v. Cooper & Lybrand CB 37 3

4 Monday April 18 PARTNERSHIPS CHAPTER 1 D. Liability of Retired Partners PA 19, 39 Retiring from a Partnership CB 42 E. Relations between Partners PA 22, 23, 31 33, 91 Olson v. Gullo CB 50 Scragg v. Lotzkar CB 11 F. Partnership Agreements PA 23, 24, 27, 28 G. Termination PA 29, 29, 35 38, 42, 47, 85, 86 Landford Greens v Ontario Inc. CB 62 Wednesday April 20 CHAPTER 1 AND 2 LLP S, LIMITED PARTNERSHIPS, JOINT VENTURES AND FRANCHISES H. Limited Liability Partnerships PA 96, 97, 98, 100, 104, 105 I. Limited Partnerships PA 50, 51, 53 59, 64 Nordile Holdings v. Breckenridge CB 82 Haughton Graphic v. Zivot and Marshall CB Joint Ventures PA 35(b) Canlan v. Gettling CB Franchises Jirna v. Mr. Donut CB

5 Wednesday April 27 CHAPTER 3 CORPORATIONS ASSIGNMENT #1 DUE 1. Corporations Statutory Framework and Effect of Incorporation A. Types of Companies Close Corporations CB 2 B. Name BCA 21 28, 158 Business Corporations Regulations CB 3 Victor v. Farbetter CB 16 C. Incorporation Process BCA 10 13, (federal incorporation) D. The Legal Implications of Incorporation i. Capacity BCA 30 ii. Separate Legal Entity NHL v. Pepsi Cola Canada Ltd. CB Monday May 2 CHAPTER 3 and 4 CORPORATIONS iii. Limited Liability BCA 87 (1) Salomon v. Salomon CB 33 Lee v. Lee s Air Farming CB 42 E. Limitations on the Separate Existence of the Corporation Newfoundland Telephone v. Terra Nova CB 49 H&D Hobby v. Svatos CB 54 5

6 2. Corporations Directors and Officers A. Number and Qualification BCA S.1 director, senior officer BCA , ,131,133 Directors worksheet (handout) Wednesday May 4 CHAPTER 4 DIRECTORS AND OFFICERS B. Duties BCA 136, 138, , , 154(5), 157 Fiduciary Duties CB 2 Peoples Dept. Stores v. Wise CB 3 Cariboo Press v. O Connor CB 28 Anderson Smyth v. World Wide CB 35 C. Liability and Offences BCA 154,157,158, D. Relief from Liability BCA 157, 234 E. Indemnification and Insurance BCA 160,164,165 Monday May 9 CHAPTER 6 CAPITAL STRUCTURE ASSIGNMENT #2 DUE 4. Corporations Capital Structure and Financing A. Share Structure BCA S. 1 authorized share structure, shareholder, insolvent BCA 52, 53, 54 B. The Legal Nature of the Share BCA 56, 107, 111, 113, 62 6

7 C. Payment BCA 63, 64, 154 (2), 78, 154 (1) (c) D. Presumption of Equality BCA 59(3) E. Kinds, Classes and Series BCA 52, 53, 57, 60, 61, 59 F. Common and Preferred Shares BCA 1(1) special rights and restrictions BCA 52, 58 International Power v. McMaster CB 2 4 G. Dividends BCA 1(1) insolvent BCA 70,79, 154(1)(c), 157 Devall v. Wainright CB 20 Dodge v. Ford Motor Company CB 24 Wednesday May 11 CHAPTER 7 SHAREHOLDER RIGHTS AND REMEDIES 5. Corporations Shareholder Rights and Remedies A. Disposal of Undertaking BCA 301 B. Oppression and Unfair Prejudice BCA 227 Diligenti v. RWMD CB 9 C. Derivative Actions BCA Park v. Sunrich CB 62 D. Dissent Remedy BCA Lough v. Canadian Natural Resources CB 70 7