Author Archives: Jassmine Girgis

About Jassmine Girgis

B.A. (Calgary); JD (With Distinction) (Western); LL.M. (Cambridge). Associate Professor. Member of the Alberta Bar. Please click here for more information.

Interpreting Restrictive Covenants in Commercial and Employment Agreements

By: Jassmine Girgis

Case Commented On: Ruel v Rebonne, 2023 ABCA 156 (CanLII)

PDF  Version: Interpreting Restrictive Covenants in Commercial and Employment Agreements

Restrictive covenants are usually found in two types of agreements: commercial agreements for the purchase of a business and employment agreements. In commercial agreements, these clauses protect the purchaser; after having made a substantial investment, the purchaser can build ties with customers without being concerned about the vendor setting up a competing business for a specified time. In employment agreements, they protect the employer’s interests. Continue reading →

Lifting the Corporate Veil v Personal Liability Under the Oppression Remedy: When Directors Behave Badly, When is Each Remedy Appropriate?

By: Jassmine Girgis

Case commented on: FNF Enterprises Inc v Wag and Train Inc, 2023 ONCA 92 (CanLII)

PDF Version: Lifting the Corporate Veil v Personal Liability Under the Oppression Remedy: When Directors Behave Badly, When is Each Remedy Appropriate?

In FNF Enterprises Inc v Wag and Train Inc, 2023 ONCA 92 (CanLII), the sole shareholder and director of Wag and Train Inc (Wag and Train) had stripped assets from the corporation, causing the company to defeat its creditors. In an action brought by a commercial landlord, the Ontario Court of Appeal declined to lift the corporate veil because the director’s improper conduct was not the source of the corporation’s liability, but it did allow the appellants to pursue the oppression remedy against the director personally. Continue reading →

Environmental Obligations Enforced Between Private Parties: The Extension of Redwater

By: Jassmine Girgis

Case commented on: Qualex-Landmark Towers Inc v 12-10 Capital Corp, 2023 ABKB 109 (CanLII)

PDF Version: Environmental Obligations Enforced Between Private Parties: The Extension of Redwater

The Qualex-Landmark Towers Inc v 12-10 Capital Corp, 2023 ABKB 109 (CanLII) (Qualex) decision extends the principles from the Supreme Court’s decision in Orphan Well Association, Alberta Energy Regulator v Grant Thornton Limited and ATB Financial, 2019 SCC 5 (CanLII) (Redwater) to a private dispute outside insolvency proceedings. Continue reading →

The Oppression Remedy Tests: Oppression v Unfair Prejudice & Unfair Disregard

By: Jassmine Girgis

Case commented on: Wisser v CEM International Management Consultants Ltd, 2022 ABQB 414 (CanLII)

PDF Version: The Oppression Remedy Tests: Oppression v Unfair Prejudice & Unfair Disregard

This blog broadly addresses how creditors can utilize the oppression remedy. It includes a specific discussion on the three tests in the oppression remedy. It will not address the issue of severance. Continue reading →

How does Bankruptcy Impact the Priority of a Writ of Enforcement’s ‘Binding Interest’?

By: Jassmine Girgis

Case Commented On: MNP Ltd v Canada Revenue Agency, 2022 ABQB 320 (CanLII)

PDF Version: How does Bankruptcy Impact the Priority of a Writ of Enforcement’s ‘Binding Interest’

This case is about the priority of a writ of enforcement’s “binding interest” upon bankruptcy. As the court found here, where a writ is not fully executed as of the date of bankruptcy, the writ’s binding interest ceases to have effect, rendering the writ holder an unsecured creditor and putting it last in priority, after secured and preferred creditors. Continue reading →