Direct agreements or tripartite agreements are often an important feature of financings involving ground leases or single tenants, as well as in project finance. … Continue Reading
With the continued exponential growth in mixed use developments which often take the form of separate components subject to condo declarations and in many cases multiple condo declarations as between the residential and commercial components, buyers and mortgage lenders will consider additional factors during their due diligence and as part of future management of the various components.… Continue Reading
As many companies, particularly retailers, seek to monetize assets or at least leverage valuable real estate assets, we are witnessing increased popularity of sale leaseback transactions.… Continue Reading
The Quebec government has deposited new regulations to give effect to measures announced in the March budget.
Among the clarifications are confirming that exemptions for inter corporate transfers are based on 90 per cent issued shares and not voting shares, a trigger on change of control within 24 months of an exempt transfer, clarifying that options to purchase shares are captured within the anti-avoidance provisions as well as clarifying that amalgamations are exempt transfers.… Continue Reading
It is now settled law that application fees and similar charges are considered when calculating interest for purposes of offences under Canada’s criminal code but a recent Québec case provides some interesting guidance as to the civil consequences of such a finding.… Continue Reading
The Quebec Court of Appeal in Meyerco Enterpresis Ltd. v. Kinmont Canada Inc. (2016 QCCA 89) has recently partially overturned a lower court ruling that awarded damages for a false estoppel signed by a tenant based on application of a cap rate paid by the buyer and addressee of the estoppel instead applying general principals of damages including mitigation.… Continue Reading
A recent speech at the Quebec City Real Estate Forum by a leading retailer-Peter Simons, highlighted the exponential disruption occurring in numerous sectors such as self-driving cars, car sharing services, clean energy, fintech and the state of preparedness or lack thereof in the real estate sector.… Continue Reading
In its March 17 budget the Quebec government brought in a series of measures reforming legislation governing transfer duties. Of particular interest is the introduction of the requirement to disclose off title transfers and the imposition of transfer duties on same. The legislation was drafted so to previously refer to registration as the trigger for taxation.… Continue Reading
In response to various scandals and as part of a continued global anti-corruption effort, the Canadian federal government responded with a new set of rules around integrity in procurement practices as well as sanctions for breach including termination of supply agreements and banishment. … Continue Reading
A dirty estoppel is much like a Dirty Martini, except it packs a much bigger hangover if not properly digested.
On almost all major commercial real estate transactions today, a buyer will get few if any representations on the leases other than a statement that all of them have been delivered as well as a rent roll.
Instead the buyer will seek comfort on the estoppels to be delivered by the tenants (the figurative horse’s mouth) who in theory are making representations directly to the buyer and their lender and implicitly releasing vendor from past claims (enhanced by having the … Continue Reading
During a recent forward sale transaction a client declared “Forward Sales should be illegal!”. What prompted this outburst was the limited ability of a buyer under such an arrangement to withdraw from a transaction and some often unforeseen grey zones.… Continue Reading
The first is that responses are typically available only after thirty days and beyond most due diligence periods, creating the “unkown unkowns” category.
If the transaction allows time for receipt before waiver and violations disclosed ( the “known knowns”) the reader must then further inquire as to whether the violations are outstanding (typically authorities do not necessarily follow up or note corrections). Violations are also often dated, possibly time barred or tenant matters. Regulators are also not required to note corrections (often loath to … Continue Reading