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Samuel Judson

Commercial Real Estate Lawyer at Bennett Jones Toronto

Associate

Craig R. R. Garbe

Commercial Real Estate Lawyer | Funds, REITs & JV Deals

Partner

Rights of first refusal (ROFRs) can significantly affect Canadian commercial real estate transactions, particularly when properties are sold as part of a portfolio. This blog reviews limited Canadian case law addressing when ROFRs are triggered in portfolio sales and the challenges they create for vendors and purchasers. It also outlines practical structuring strategies to help navigate these complex transactions.

Rights of First Refusal in Canadian Commercial Real Estate

Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs

Shahrose Javed

Lawyer at Bennett Jones Toronto

With the global downturn in certain asset class valuations, hotels are experiencing something of a renaissance and have re-emerged as a preferred asset class. As the industry booms and demand increases, hotel operators are looking to establish new locations, and CRE (commercial real estate) owners are providing (or, frequently, repurposing) land and buildings to serve that need. But for both owners and operators alike, the key to unlocking value in this asset class comes in correctly determining and drafting an efficient and effective operating structure—one that incentivizes performance, rewards success and compensates each party for input. More often than not, that structure takes the form of a hotel management agreement. In this article we take a close look at these agreements—what are they, what are they not and what might they become.

The Hotel Management Agreement What Why and How

The Hotel Management Agreement: What, Why and How?

Andrew L. Jeanrie

Real Estate & Municipal Law Lawyer | Development & Approvals

Valuing a commercial asset is a tricky business. Often, in the eyes of a purchaser, an asset's value is tied in part to the likelihood of future events—a significant customer order, a change in purchasing patterns, a government approval, etc. So, it is only natural that, where a vendor and purchaser cannot reach agreement on an asset's price, the parties would agree to connect that price (or some of it) to the occurrence of those future events.

Real Estate Earnouts The Risks and Rewards of Density Bonuses

(Real) Estate Earnouts: The Risks and Rewards of Density Bonuses

Dana Talucci

Corporate Commercial Practice at Bennett Jones Toronto

Jane C. Helmstadter

Real Estate Lawyer at Bennett Jones Toronto

We all take real property purchase agreements seriously. We read only the title and we know that a transaction is likely to occur, perhaps a significant one. We can also reasonably expect that there will be a property, a price, a timeline, probably some representations and warranties, and perhaps conditions to be satisfied. But an "option" to purchase a property? Well, that just doesn't sound quite as important now does it? After all, if something is optional it might not even be needed, or it might never exist. It certainly doesn't seem to warrant as much attention as an agreement to purchase—so perhaps no great amount of attention should be paid to it?

But Its Just An Option Option Risks And The Tale Of Horn v Xylem

But It's "Just" An Option! Option Risks And The Tale Of Horn v. Xylem

John D. van Gent

Commercial Real Estate Finance Lawyer | Lending & Credit

Quinn Rozwadowski

Articling Student at Bennett Jones in Toronto

Articling Student

This article examines a common misconception in mortgage lending: the perceived need for guarantees from beneficial owners and general partners. It explains why such guarantees are typically unenforceable due to fundamental principles of agency and guarantee law. The piece also outlines clearer, more effective approaches to structuring mortgage loan relationships.

Would The Real Guarantor Please Stand Up

Andrew N. Disipio

Mining & Corporate Finance Lawyer | M&A, Equity & Debt Deals

Geoffrey P. Stenger

Energy, Infrastructure & Construction Lawyer | Bennett Jones Calgary

Partner 

Alexis Fol

Project Development, Energy and Infrastructure Lawyer at Bennett Jones Montreal

Canada&rsquo;s M&amp;A market entered 2026 with moderated activity but sustained underlying strength, as dealmakers adopted a more selective and strategic approach. Large transactions drove a significant share of total value, with energy, mining and infrastructure leading activity. As regulatory clarity improves and investor confidence builds, the market is well positioned for increased dealmaking through the remainder of the year.

Canadas Q1 2026 MA Landscape

Large Transactions and Sector Concentration Shape Early-2026 Dealmaking

Canada's Q1 2026 M&A Landscape

Artem N. Barsukov FCIArb

International Arbitration Lawyer

Edward W. Hulshof

Commercial Litigation Lawyer at Bennett Jones Vancouver

Paige Lutz

Articling Student at Bennett Jones Vancouver

The Alberta Court of Appeal clarified that broadly worded arbitration clauses can extend to statutory claims, including those under the Tort-Feasors Act. Overturning the uncertainty created by Orica, the Court confirmed that parties will be held to their agreement to arbitrate, even where claims arise by operation of law. The decision reinforces commercial certainty and helps avoid parallel proceedings and inconsistent outcomes.

Alberta Court of Appeal Provides Antidote to Consternation on Scope of Arbitration Clauses

Anu Nijhawan

M&A, Corporate Financing and International Tax Lawyer at Bennett Jones Calgary

Lead Director and Partner

Hennadiy Kutsenko

Tax Lawyer at Bennett Jones Toronto

Counsel

Talia K. Bregman

Management-side Employment Lawyer at Bennett Jones Toronto

Recent guidance from the Organisation for Economic Co-operation and Development provides important clarity on when cross-border remote work arrangements may give rise to a permanent establishment under international tax treaties. The analysis focuses on key indicators such as the duration of remote work and whether there is a commercial reason for an employee&rsquo;s presence in a jurisdiction. The article also outlines practical steps employers can take to mitigate tax risk and manage a globally distributed workforce.

Remote Work Without Borders But Not Necessarily Without Tax Consequences

Remote Work Without Borders—But Not Necessarily Without Tax Consequences: OECD Guidance for a Post-Pandemic World

Ethan Z. Schiff

Class Actions & Commercial Litigation Lawyer

Pavan Pasha

Commercial Litigation Lawyer at Bennett Jones Toronto

In Cervantes v. Pizza Nova Take Out Ltd., the Ontario Divisional Court clarified that civil conspiracy claims must allege an agreement or common design among defendants. The Court held that compliance with a franchisor&rsquo;s requirements alone does not constitute conspiracy. This decision reinforces the need for precise pleadings and upholds the principle of corporate separateness in class action claims.

No Agreement No Conspiracy Ontario Court Affirms Civil Conspiracy Requires a Pleaded Agreement

No Agreement, No Conspiracy: Ontario Court Affirms Civil Conspiracy Requires a Pleaded Agreement

NEB Releases Winter Energy Outlook

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