International Dispute Resolution: International Commercial Arbitration

This seminar will introduce participants to the resolution of international disputes through arbitration, and in particular, the key stages of an international arbitration, including the drafting of arbitration clauses, constitution of the tribunal, managing the arbitral procedure, evidentiary hearings, and finally, the set aside and enforcement of awards. In addition, the seminar will provide particular instruction on key features of international commercial arbitration, including arbitral institutions, investor-state arbitration, and various procedural rules.

Special emphasis is placed on the practical management of complex international arbitral proceedings by counsel. In this regard, the seminar will include particular instruction on client management, maximizing costs and efficiency, arbitrator selection, key advocacy skills, and ethical challenges that can arise in the context of international commercial arbitration.

By the end of the seminar, students should be comfortable with the key legal concepts underpinning the arbitral process and considerations structuring and managing an effective arbitral process.

Entertainment & Sports Law

This seminar course comprises two components:

1. Entertainment Law

The entertainment law portion of the seminar will focus on matters of essential concern to persons in the entertainment industry and their legal advisors. Upstream, we will examine chain-of-title to underlying rights, acquisition of primary, format and subsidiary rights, and perfecting rights from technical and creative personnel, including copyright and other legal considerations. A discussion of personal service contracts will include an examination of the basic terms and types of agreements between service providers and their engagers. Downstream, we will examine distribution and other exploitation of entertainment properties, and the use of incentives as an instrument of government policy in the development of both an indigenous and non-indigenous entertainment sector in Canada.   We will also review business modelling, financing and related legal considerations in film and television, music recordation and publishing, the literary arts, and in theatre and live performance, including tax implications, international treaties, government regulation and the sources and vehicles of financing.

2. Sports Law

In the sports law portion of the seminar, we will examine the legal relationship between the athlete and his or her engager, including the concept of the standard player contract and individual and collective bargaining/negotiation versus traditional legal concepts of conduct that is otherwise anti-competitive or in restraint of trade.  We will also consider the phenomenon of the “problem athlete”, including the imposition of discipline both at the team employer and league level, and related judicial review.  Lastly, we will examine interference with contractual and economic relationships between athlete and engager, including the concepts of inducing breach of contract and tampering in the sports context.

Admin. of Civil Justice: Issues in Assessment of Litigation and Regulatory Risk

This seminar is strongly recommended for those considering a career in corporate law or commercial litigation, or as in-house counsel. The seminar is focused on corporate and litigation strategy and management, with an emphasis on class actions.

The course will cover several topics relevant to in-house practice and present some topics from both external and in-house counsel perspective. The course is focused on the role of lawyers as business advisors, who use legal tools to advance business objectives.  Particular attention will be paid to litigation and regulatory risks faced by businesses.

The seminar will provide students with practical tools to advise business leaders on financial services and investments, class action risks, and strategic initiatives. Participants will review case studies based on recent corporate dealings and court cases. Students will gain insight into the plaintiff counsel’s perspective in the class actions context.

Practicing professionals, typically including some of Canada’s leading securities litigators, in-house corporate counsel, criminal counsel, judges, regulators, and journalists, will address the students as guest speakers. They will discuss analytical tools available to assess the various courses of action available to businesses when faced with bet-the-firm litigation.

The risks examined in the course will include court challenges and regulatory proceedings commenced under the Securities Act (Ontario), Companies Creditors Arrangement Act, Competition Act, Investment Canada Act, Broadcasting Act, Telecommunications Act, Proceeds of Crime (Money Laundering) and Terrorist Financing Act, Canada’s Anti-Spam Legislation, Pension Benefits Act, and class action legislation.

This seminar constitutes a Praxicum including an emphasis on the lawyer’s relationship with clients, communications by corporate counsel to in-house clients, and hands-on client presentations. The paper required paper will satisfy the Upper Year Research and Writing Requirement.

Advanced Commercial Litigation Workshop

This course will introduce students to the commercial litigation process, including the Commercial List branch of the Ontario Superior Court. The course will revolve around a fact pattern and will progress from the first meeting with the client to the hearing before a judge. Students will engage in both oral and written advocacy exercises over the course of the semester.

Substantive topics that will be covered include: oppression and derivative actions; interlocutory, special and permanent injunctions; special/internal investigations; working with and cross-examining experts; case management, settlement and ADR. Throughout the course, students will be directed towards the relevant Rules of Civil Procedure and other applicable statutes and practice directions. Practical and strategic theories and considerations that will be addressed include: the client relationship; court filings and documents; commencing an action or application; engaging and instructing experts; cross-examination techniques; commercial litigation factums; oral advocacy and presentation; strategic settlement considerations and more.

By the end of the course, students should be able to demonstrate: a basic understanding of common commercial proceedings; an ability to communicate effectively with clients; understand the importance of and develop oral and written advocacy skills in the context of pleadings, motions and cross-examinations; an understanding of strategic and practical considerations in various stages of the commercial litigation process, including settlement; and an understanding of ethical considerations in pursuing or resolving litigation, including the Rules of Professional Conduct.

Legal Values: Theoretical Foundations of Contract Law

This seminar is intended to revisit the basic principles of your first-year contracts class, but this time from a rich theoretical perspective. The basic principles of contract law are firmly settled, and yet there is deep theoretical disagreement about their precise contours, purpose, and justification. This course has two main learning objectives. The first is to deepen students’ understanding of the fundamental principles of contract law by studying how those principles are embedded in settled doctrine and yet continually subject to controversy and disagreement. The second is to teach students to think critically about the law through the lens of a variety of theoretical and interdisciplinary frameworks. We will explore questions such as: what is the point of the doctrine of consideration? Is it a functional tool that could be replaced by some other functional tool or does it have some non-instrumental significance? What is the justification for the expectation measure of damages? If there is a right to performance, then why isn’t specific performance the default contractual remedy? If contract law is the law of voluntary obligations, what view should we take of standard form agreements that are rarely read or understood? How does the common law of contracts fit with contract law’s equitable doctrines? How can we reconcile contractual freedom with contractual fairness? Is there—and should there be–a duty of good faith in contract?

Trademarks

This course explores the legal protection of ‘trade identity’ afforded by the common law and intellectual property rights over signs that indicate the source of goods or services. The course offers students the opportunity to learn about the laws that protect the logos and brands that make up such an essential feature of today’s consumer culture, modern marketing practices, and the creation of commercial value. The focus is on the federal Trademarks Act and its impact on private rights to regulate trademark use and unfair competitive practices. This will include analysis of newly enacted statutory reforms. Topics to be examined include the common law action for passing off, the criteria for trademark registration, the basis for opposing an application or expunging a registration, trademark distinctiveness, use and infringement.

As well as familiarizing students with the substantive law in the area, the course seeks to assess trademark law from the point of view of its normative justifications and policy objectives. We will inquire into the basis of the rights protected and their appropriate limits, and examine the law in light of the various interests at stake, from the entrepreneur’s interest in preventing ‘free-riding’ to the competitor’s interest in free competition, and from the consumer’s interest in avoiding confusion to the public’s interest in full information and free expression.

Objectives: By the end of the course, students will be familiar with the fundamentals of Canadian trademark law, including the common law tort of passing off and the main provisions of the Trade-marks Act. Students will also be able to explain and critically assess the principles, policies and practicalities that shape this area of law.

As such, students successfully completing this course will be able to:
– Address any problem in Canadian trade-mark law relating to ownership, validity, rights, infringment and defences;
– Identify, understand and explain the key provisions of Canada’s Trade-mark Act and judicial efforts to interpret and apply them;
– Recognize the main policy issues that underlie and animate trade-mark law and, in light of those issues, comment critically on case law and legislation;
– Understand and evaluate various justifications for the protection of trade-marks and other distinctive indicia, and recognize and describe the connection between these justifications and the evolution of the law.

Entertainment & Sports Law

This seminar will cover substantive law issues in the practice of law in the entertainment and sports industries, with a particular focus on applying legal principles to film, television, and digital media production and distribution.  

We will review relevant legal concepts in the areas of contracts, copyright, trade-mark, confidential information, defamation, rights of privacy and personality, tax, insurance, secured lending, labour relations, and media regulation as applied to entertainment and sports contracts.  We will study typical contracts in which these legal concepts are applied, as well as business and legal customs and practices that impact the negotiation process across a spectrum of entertainment and sports industry agreements.  

The intersection of legal concepts with artistic, athletic, political, economic and commercial concerns in these industries will also be studied to better understand the context of legal practice.  This will include an examination of key business risks, evolving production and distribution/exhibition models, shifting media markets, competing paradigms of authorship, and the challenges of describing the public interest.    

In-class client advice simulations will be used to demonstrate the concepts and practice issues that are studied.  This will include simulations dealing with a copyright infringement allegation, book-to-movie adaptation agreement,  breach of privacy claim, endorsement agreement, music license, and television broadcast license.

The course materials will include excerpts of texts and journal articles in this practice area together with relevant legislation and case law.  This seminar will be of particular interest to students considering the practice of entertainment, sports, or media law; those interested in labour relations in a predominantly freelance industry; and/or those interested in intellectual property and how substantive intellectual property legal issues are resolved in commercial practice.

Legal Drafting

This course is designed to help students develop practical skills in drafting clear and effective legal documents.  The focus will be on the form and substance of formal agreements supporting corporate and commercial transactions as well as certain dispute resolution scenarios.  Students will work with document precedents, review, draft, revise, and discuss various legal documents.  The work will include class discussions and take home assignments.

Business Associations

This course provides an introduction to the laws governing the predominant forms of business organization in Canada including sole proprietorships, partnerships, limited partnerships, limited liability partnerships and corporations.  The focus of the course will be on business corporations.  The course will cover topics such as: the creation and organization of the corporation, the corporation as a distinct entity from its shareholders, pre-incorporation contracts, corporate capital structures, directors’ and officers’ duties, and shareholders’ rights and remedies.  This course will also examine theoretical perspectives of corporations and discuss contemporary corporate governance and corporate social responsibility issues as well. The above information is provided for course registration purposes only and is subject to change at any time.

Commercial Law

This course is devoted to an examination of the principles and policies that govern the law of secured transactions in personal property. It consists primarily of a detailed analysis of Ontario’s Personal Property Security Act (OPPSA). Coverage also includes a brief introduction to insolvency law and the proprietary aspects of sale of goods law.

In general, topics such as the following will be covered:

• the nature and function of security;
• the scope and application of the OPPSA;
• the validity of security agreements and the rights of the secured party and debtor as against each other;
• the policy and function of registration;
• the rights of the secured party as against third parties – the general priority rules;
• specific priority rules;
• rights on transfers of collateral; rights to proceeds;
• default and enforcement;
• conflict of laws issues.

Depending on circumstances, this course may be offered remotely with a mix of synchronous and asynchronous components.

The above information is provided for course registration purposes only and is subject to change at any time.