160 Quarry Park Blvd SE, Suite 300 · Calgary, Alberta
160 Quarry Park Blvd SE, Suite 300 · Calgary, Alberta
Home / Corporate Commercial / Business Agreements
Clear, well-drafted agreements prevent most business disputes. We draft, review and negotiate the contracts Calgary businesses rely on every day.
Quick answers
It should set out how decisions are made, how shares can be sold, how owners exit and how disputes are resolved.
The Business Corporations Act and your articles supply default rules, but they rarely match what owners actually intend. A shareholder agreement fills that gap. We typically address:
Under the ABCA, an agreement signed by all shareholders can be a unanimous shareholder agreement (USA). A USA can restrict or transfer powers that would normally belong to the directors. When it does, the shareholders take on the corresponding rights and, to that extent, the duties and liabilities of directors. That makes careful drafting essential, and it is one reason a template rarely fits.
Yes. Without one, Alberta’s Partnership Act fills in the terms, and its defaults may not reflect your deal.
A partnership can exist in law without any paperwork: if two people carry on business together with a view to profit, they may be partners. When there is no written agreement, the Partnership Act (Alberta) supplies default rules, such as equal sharing of profits regardless of how much each partner contributed.
A partnership agreement lets you replace those defaults with terms that reflect your arrangement, including:
Remember that in a general partnership each partner can bind the firm and may be personally liable for its debts. Depending on your circumstances, a limited partnership or a corporation with a shareholder agreement may be a better fit. Our incorporation and corporate records team can help compare the options.
A joint venture is usually a limited collaboration for a specific project, and a clear agreement keeps it from being treated as a partnership.
Businesses often team up for a single project, contract or market without merging. That arrangement is usually called a joint venture, and it can be structured in two main ways:
Without clear wording, a contractual joint venture can look like a partnership in law, exposing each party to the other’s liabilities. A good agreement states the limited scope and duration, each party’s contributions, decision-making, ownership of intellectual property and project assets, confidentiality, and how the venture ends.
Tip: decide who owns what the joint venture creates, such as designs, data or customer relationships, before work begins. Ownership disputes are among the most common joint venture conflicts.
Most businesses need written supplier, customer or services agreements, and many also need distribution or licensing contracts.
As a business agreements lawyer in Calgary, we draft, review and negotiate the contracts that keep revenue flowing and risk contained:
Pay close attention to the clauses people skim: limitation of liability, indemnities, termination, governing law and dispute resolution. These decide who bears the loss when something goes wrong. When you are handed the other side’s standard form, we identify which terms are worth negotiating and which are typical for the industry.
In focus
Confidentiality agreements usually are; non-competes and non-solicits are enforced only when they are clear and reasonable.
Non-disclosure agreements protect confidential information shared with employees, contractors, investors or potential buyers. Courts generally enforce them when the information is truly confidential and the obligations are clearly defined.
Non-competition and non-solicitation clauses are treated with more caution because they restrict a person’s ability to earn a living. Canadian courts generally start from the position that such restraints are unenforceable unless they are reasonable, which usually means:
Context matters. Courts tend to accept broader restrictions on the seller of a business, who has been paid for goodwill, than on an employee. In employment, a well-drafted non-solicit is often more likely to be upheld than a broad non-compete. If a clause goes too far, a court may refuse to enforce it at all rather than rewrite it to something reasonable.
Clear duties, pay, termination terms that comply with the Employment Standards Code, and protections for confidential information.
A written employment contract signed before the employee starts is one of the best investments a business owner can make. We draft contracts for hiring, contractor agreements and related workplace terms that comply with Alberta’s Employment Standards Code. Key terms include:
Watch out: a termination clause that could pay less than the Code’s minimums in any scenario may be struck down, leaving you exposed to much longer common law notice. Contracts signed after the employee has already started may also be unenforceable without fresh consideration.
We focus on getting the contracts right. For terminations and workplace disputes, speak with us about the specific situation.
Franchisors must generally give prospective franchisees a disclosure document at least 14 days before any agreement is signed or money paid.
Alberta’s Franchises Act is designed to protect franchisees by making sure they have the information needed to make an informed decision. In most cases, the franchisor must deliver a disclosure document, including financial statements and copies of the proposed agreements, at least 14 days before the franchisee signs any agreement or pays any money.
If disclosure is late or deficient, the franchisee may have a right to rescind the agreement within time limits set by the Act, and remedies can be significant. The Act also requires both parties to deal fairly with each other in performing and enforcing the agreement.
For franchisees, we review the disclosure document and franchise agreement and explain the terms that matter most:
Buying an existing franchise? See our guidance on buying and selling a business.
Start by reviewing the agreement’s dispute clause and your evidence; many disputes settle through negotiation or mediation before court.
When a customer stops paying, a supplier fails to deliver or a partner walks away, the first step is to read the contract closely. It may require written notice, give the other side time to fix the problem, or send disputes to mediation or arbitration.
We then assess your options, which commonly include:
Limitation periods apply. In Alberta, the general limitation period for most claims is two years from when you knew or ought to have known of the claim, so do not wait. Keep emails, invoices and other records, and avoid statements that could be read as accepting a changed deal.
FAQs
Can I use a template for my business contracts?
Templates can be a starting point, but they are often written for another province or country, or for a different kind of business. Key clauses on liability, termination and payment may not suit your deal or may not be enforceable in Alberta. A lawyer can adapt a template to your business so you have a reliable standard form for repeat use.
When should we sign a shareholder agreement?
Ideally when the corporation is formed or as soon as a second shareholder comes in, while everyone is aligned and on good terms. Agreeing on exit and valuation rules is much harder once there is a disagreement. If your company already has several shareholders and no agreement, it is not too late to put one in place.
Is a verbal agreement legally binding in Alberta?
Many verbal agreements are binding, but proving their terms is difficult, and some types of agreement, such as certain dealings in land, must be in writing to be enforced. A written contract reduces the risk of misunderstandings and gives you clear evidence if a dispute arises.
Will a non-compete stop a former employee from working for a competitor?
Not necessarily. Courts in Canada look closely at employment non-competes and often refuse to enforce them if they are broader than needed to protect a legitimate interest. Non-solicitation and confidentiality clauses are frequently more effective. We can review your existing clauses and advise on what is realistically enforceable.
Do I need a lawyer to review a franchise agreement?
It is strongly recommended. Franchise agreements are usually drafted by the franchisor and heavily favour them, and the disclosure document can be lengthy. A lawyer can explain your obligations, flag unusual terms and confirm whether the franchisor has met its disclosure obligations under the Franchises Act before you commit.
How long does it take to draft a business agreement?
It depends on the complexity and the number of parties. A standard NDA or services agreement can often be prepared quickly, while a shareholder or joint venture agreement involves more discussion and negotiation. We will give you a realistic timeline once we understand what you need and who else is involved.
This information is general and is not legal advice. For advice on your situation, book a consultation.
Book a consultation to have your business agreements drafted or reviewed by our Calgary team.
or call 587-333-4358
