Grigoras Law

08/06/2026

About to leave a scathing review? A few words can be the difference between protected opinion and a defamation claim.

Canadian law gives you a lot of room to criticize businesses, professionals, and public figures. Your opinion can be harsh, exaggerated, even flat-out wrong, and still be fully protected by a defence called fair comment. It exists because a democracy cannot function if people are afraid to say what they think.

But the protection is not automatic, and how you phrase things matters enormously. "This company is a fraud" reads as a factual allegation you would have to prove. "Based on my experience, I would not recommend them" reads as an opinion, which is exactly what the law protects.

We have just published a plain-language guide to writing criticism that stays protected:

✅ The four things your comment needs in order to qualify
📋 Why you should state the facts first, then your opinion
🚫 The words that turn a protected opinion into a risky factual claim
🔗 Why linking to your source matters more than people realize
😤 Why you should never post while you are angry
⚖️ What to do if someone has written something false about you

Whether you write reviews, run a business that gets reviewed, or just post opinions online, this is worth reading before you hit publish.

Read it here:

06/30/2026

Think you're not committed to a business deal until you sign the final contract? In Canada, you may already be bound.

Most people assume that letters of intent, term sheets, emails, and handshakes are just steps along the way, and that the real commitment only comes when the formal purchase agreement is signed. The law sees it differently. Canadian courts decide whether you have a binding deal by looking at what a reasonable observer would conclude from your words and conduct, not from what you privately intended. A letter of intent, a thread of emails, or even a handshake can be enough.

We have just published an article on the law of "pre-execution liability" in mergers and acquisitions, covering:

🤝 How a handshake or a casual email exchange can create a binding deal
📄 When a letter of intent or term sheet crosses the line into an enforceable contract
💰 Which terms a court treats as essential (price almost always; the closing date, sometimes)
⚖️ Whether the other side has any duty to negotiate fairly with you
🛡️ Practical steps to protect yourself so you are not bound before you mean to be, and so the deal you think you have is actually a deal

If you are buying or selling a business, or know someone who is, this is essential reading before the next email goes out or the next hand gets shaken.

Read it here: https://grigoraslaw.com/ma-pre-execution-liability-canada-binding-agreement

06/12/2026

Think your corporation protects you from personal liability? For directors, the reality is more complicated than most people realize.
If you sit on the board of any corporation, including your own small business, Canadian law can make you personally responsible for things you may never have thought about: up to six months of unpaid employee wages, every dollar of payroll deductions and HST the corporation failed to remit to the CRA, environmental cleanup costs, and more. These liabilities can follow you personally even after the corporation is gone.
We have just published a comprehensive overview of the personal liability of directors in Canada, covering:
⚖️ When a director's own conduct creates personal liability at common law

💵 Personal liability for unpaid wages and vacation pay

🧾 The most common trap of all: unremitted source deductions and HST, and the "due diligence" defence the courts actually apply

🌊 Environmental liability that can outlast the corporation itself

📋 A reference chart summarizing every major source of director liability, what triggers it, and what defences exist

🛡️ Practical steps every director should take: what to monitor, what to document, how to resign properly, and what D&O insurance does and does not cover
If you are a director of any corporation, or you are thinking about joining a board, this is essential reading.
Read it here: https://grigoraslaw.com/personal-liability-directors-canada-corporate-veil

05/22/2026

https://thehub.ca/2026/05/20/cbc-funded-prank-shows-deceptive-tactics-raise-fraud-and-legal-concerns-lawyer/

“The satire defence protects publications that convey their satirical character to the audience; it does not protect publications that deliberately disguise their nature.” - Denis Grigoras, Toronto-based civil litigation and defamation lawyer at Grigoras Law The Hub Canada's senior editor, Graem...

05/19/2026

A senior executive learns of a promising business deal through their corporate role. Can they pursue it personally, or does it belong to the company?

It is one of the trickiest questions in Canadian commercial law, and getting it wrong can be enormously expensive. A director or senior officer who quietly diverts a business opportunity to themselves can be ordered by a court to hand over every dollar of profit they made, even if the company itself could never have done the deal, and even if the executive resigned before pursuing the opportunity.
We have just published an in-depth article on the law of corporate opportunity in Canada, covering:

⚖️ The Supreme Court of Canada's leading decisions in Canaero and Peso
🤝 When the fiduciary duty continues to apply even after a director or officer resigns
🏢 When a new company set up to receive a diverted opportunity can itself be sued
💰 The powerful remedies available to companies: forced repayment of profits, constructive trusts over assets, and emergency court orders
🛡️ Practical guidance for executives navigating real-time decisions, and for companies that suspect a former officer has misappropriated an opportunity

For executives, board members, business owners, and anyone interested in the rules governing fiduciary loyalty in Canadian business law.

Read it here: https://grigoraslaw.com/appropriation-corporate-opportunity-canada-director-officer-fiduciary-duty

05/17/2026

Thinking about buying a franchise? The decision deserves more analysis than it usually gets.
A franchise is one of the biggest financial commitments most business people will ever make. The initial investment can run from a few hundred thousand dollars to well over a million. The contract binds you for years. The personal guarantees follow you if things go wrong. And yet many prospective franchisees focus only on the brand, sign the standard form agreement, and discover the harder realities only after the money is committed.

We have just published a practical guide for anyone considering a franchise in Ontario. It walks you through:

🧠 Self-assessment: is franchising actually the right model for you?
🏢 How to evaluate a brand and a franchise system
📄 What to look for (and what should worry you) in the disclosure document
✍️ Reviewing the franchise agreement and knowing what you can negotiate
💰 Building a realistic financial model
📞 Why talking to existing and former franchisees is your single most valuable due diligence step
🚩 The red flags that should make you reconsider

If you are looking at a franchise opportunity, or you know someone who is, this guide is worth reading before signing anything.

Read it here: https://grigoraslaw.com/buying-a-franchise-ontario-prospective-franchisee-due-diligence

05/11/2026

Just received a judgment you want to appeal? The clock is already running, and it's shorter than most people think.

The deadlines for filing civil appeals in Ontario vary dramatically depending on the court and the type of order. Some appeals must be commenced within 7 days. Most have 30. Applications for leave to the Supreme Court of Canada have 60. And the moment the judge delivers the decision, the countdown begins — even if the formal order has not yet been signed.

We have just published a comprehensive article on civil appeal deadlines in Ontario, covering:

⏰ Every applicable deadline from 7 days to 60 days, and the courts and order types each one applies to
📅 How the clock is calculated (and the common mistake of waiting for the formal order)
💰 What happens when costs are decided after the merits — one of the most expensive timing traps in Ontario civil litigation
🚪 What to do if you have already missed the deadline and need to seek an extension

If you are facing an adverse judgment, or you simply want to understand how the appeals system works in Ontario, this article is for you.

Read it here: https://grigoraslaw.com/civil-appeal-deadlines-ontario-time-limits

05/09/2026

Your VP of Sales just resigned. Within 48 hours, three of your top customers have been "coincidentally" contacted by a competitor. What do you do?

This is one of the most common business emergencies in Ontario, and the first 72 hours often determine whether you can save the customer relationships, recover what was taken, and stop the competitive threat before it materializes.

We have just published a comprehensive guide for business owners and executives on what to do when a senior employee leaves and you suspect they have taken confidential information, customer relationships, or other employees with them.

The article walks through:

📋 What employees can and cannot legally do in the lead-up to resignation
⏰ A practical first-72-hours checklist (lock down access, preserve evidence, investigate)
⚖️ The legal tools available (urgent court injunctions, search orders, freezing orders)
🛡️ How to set your business up so you are protected before this ever happens

Whether you are a business owner who has just been blindsided by a senior departure, or an executive who wants to understand what really happens in these situations, this guide is for you.

Read it here:

05/06/2026

Strategic lawsuits against public participation (SLAPPs) are claims brought less to win than to drain. The defendant runs out of money or appetite before the merits are ever reached, and the speech that prompted the suit goes quiet.

Ontario's response is section 137.1 of the Courts of Justice Act. It lets a defendant move early to dismiss any proceeding that arises from expression on a matter of public interest, shifting the burden to the plaintiff to show real harm and substantial merit. Get past that threshold, and the case continues. Fail it, and the action ends with full indemnity costs presumed.

Our latest Information Portal guide walks through the test, the public-interest threshold, the merits and weighing stages, the costs consequences, and the leading Supreme Court authorities (Pointes Protection and Bent v. Platnick) that shape how the regime actually works.

05/06/2026

Pre-construction buyers in Ontario often discover that getting out of an agreement is harder than getting in. The 10-day cooling-off period is short, the material change provisions are narrow, and developer delays don't always trigger a termination right.

Our latest Information Portal guide walks through the law, the contract, and the practical questions buyers should be asking before they sign — and what their options actually look like once they have.

A note: pre-construction condo disputes aren't a core area of our practice. Our work in real property tends toward injunctive motions and fraud claims. We've written this as a public guide for buyers who want to understand the framework before they call a real estate lawyer.

Toronto condo prices have dropped sharply, leaving pre-construction buyers unable to close. This guide explains every legal exit available to Ontario buyers: cooling-off rights, improper disclosure, material change rescission, Tarion delayed closing, financing conditions, and more.