Tanya Nakhoul
Lawyer biography
Tanya Nakhoul practices law within the firm’s commercial law and licensing and technology groups, as well as in franchising. Her practice supports the firm’s international and national clients by providing legal advice pertaining to a variety of industries such as franchising, retail, e-commerce, manufacturing and technology.
Tanya specializes in negotiating and drafting legal agreements relating to licensing, franchising and distribution, as well as technology-related agreements. Her expertise allows her to advise clients in a variety of matters including, but not limited to, supply and distribution, e-commerce, social media, intellectual property matters, marketing, advertising, consumer protection, French language compliance in the province of Quebec and other regulatory areas. She also regularly advises international clients with respect to Canadian business practices and regulatory compliance with Canadian law.
Tanya’s knowledge and experience has allowed her to contribute to the drafting of various publications for both internal newsletters as well as external publications pertaining to legal developments, as well as guides for legal practitioners, relating to franchising, licensing, distribution and technology. She has also presented on the legal implications of financial technology (“FinTech”), mobile payments and cybercurrency.
Tanya is fluent in English and French.
Areas of Expertise
- Commercial Law
- Franchising
- Licensing and Technology
Education
- B.C.L./LL.B., McGill University, 2015
Affiliations and Activities
- Member of the Quebec Bar
- Member of the Young Bar Association of Montreal
Updates
Franchising
When it's not 'better late than never' with franchisee claims
Canada | 27 April 2021The Quebec Superior Court recently revisited certain franchising principles and reaffirmed the leading principles of Dunkin' Brands Canada Ltd v Bertico inc concerning the duties of franchisors, while holding both franchisor and franchisee responsible for their respective actions and negligence that led to the downfall of their relationship. This decision highlights the importance of exercising franchisee claims in a timely manner and the dangers of tacit acceptance of franchisors' misrepresentations.
Cold cut for franchisees! Supreme Court of Canada denies designated supplier's duty of care for pure economic loss
Canada | 16 February 2021The Supreme Court of Canada recently dismissed the proposed class action brought by Mr Sub franchisees against Maple Leaf Foods for damages resulting from a listeria outbreak linked to Maple Leaf cold cuts. By ruling in Maple Leaf's favour, the majority of the court found that no duty of care is owed by an exclusive supplier for purely economic losses suffered by franchisees with which the supplier has no direct contractual relationship.
Cutting the red tape: recent amendments to Ontario's franchise disclosure act
Canada | 24 November 2020In 2017 the Ontario government enacted the Cutting Unnecessary Red Tape Act with the objective of alleviating unnecessary regulatory burdens for businesses. The act provided for a series of proposed amendments to Ontario's franchise disclosure legislation and ultimately came into force on 1 September 2020. The amendments include measures to clarify the province's franchise laws and temper or delay franchisors' disclosure obligations towards prospective franchisees in certain circumstances.
Surprise! Rescission notice can be served in a pleading
Canada | 22 September 2020Ontario's Arthur Wishart Act (Franchise Disclosure) requires franchisors to provide adequate pre-contractual disclosure to potential franchisees, failing which a franchisee may be entitled to rescind its franchise agreement. When properly invoked, rescission by a franchisee imposes extensive obligations on the franchisor. The Ontario Court of Appeal recently dealt with the issue of whether a notice of rescission of a franchise agreement is valid if it is contained within a pleading.
'Special relationship' between franchisors and franchisees: could it give rise to a pre-contractual duty of good faith?
Canada | 14 July 2020Common law jurisdictions recognise that certain circumstances could arise that would lead contracting parties to have some type of pre-contractual good-faith obligation, including where they have a 'special relationship' – typically characterised by an imbalance of information. A franchise arrangement has been characterised as an example of such a special relationship that could fall within the narrow set of particular requirements for good faith in the pre-contractual context.
Can good faith require parties to help each other properly exercise their rights?
Canada | 12 May 2020It is well known that franchisors have been facing increasing pressure to conduct themselves in accordance with the principles of good faith. A recent Ontario Superior Court case has led to questions with respect to a franchisor's duty to protect its franchisee's right to operate in circumstances where the franchisor is the gatekeeper of rights with respect to a third party. In its decision, the court navigated the duty of good faith owed in respect of the renewal of a head lease between a franchisor and a landlord.
COVID-19 and the franchise landscape
Canada | 28 April 2020While some franchised businesses have transitioned to working remotely and have ramped up their e-commerce business models in light of the COVID-19 pandemic, the vast majority of traditional franchised businesses are in a precarious state due to a drastic reduction in revenues and uncertain economic conditions for the foreseeable future. This article sets our practical tips and considerations for franchisors and franchisees with respect to navigating COVID-19.
Franchisee defaults: when is it 'material' enough?
Canada | 25 February 2020Few areas of contract law have created as much confusion as the nebulous distinction between material breaches, substantial breaches and breaches going to the root of the contract. This distinction is important in a franchise context, where franchise agreements often provide that the franchisor has a right to terminate the franchise agreement for material breach by the franchisee, leaving what constitutes a 'material' breach open for interpretation.
Franchisees can't have their cake and eat it too: statutory disclosure exemptions have consequences
Canada | 29 October 2019In recent years, many Canadian provinces have adopted franchise-specific disclosure laws with a view to remedying the inequality of bargaining power between franchisors and franchisees. Subject to certain limited exemptions, franchisors must provide prospective franchisees with full and accurate information in respect of all material facts relating to the franchise business before entering into a franchise agreement, failing which franchisees can bring a claim for rescission and damages against the franchisor.
Franchisee or employee in disguise?
Canada | 18 June 2019Franchising communities in Quebec and elsewhere in Canada have been eagerly awaiting a Supreme Court of Canada decision on whether an unincorporated franchisee operating a two-person cleaning services business in Quebec as part of a cleaning services franchise network qualified as an employee. While the court's ruling may be worrisome to franchisors in certain industries, there are several mitigating factors to consider.
Limits of good faith and relational nature of franchise agreements in Quebec
Canada | 26 March 2019The Supreme Court of Canada recently reiterated the fact that franchise agreements are relational contracts and are therefore subject to a heightened duty of good faith pursuant to Quebec civil law. This decision is in line with a series of recent Quebec civil law decisions that have broadly interpreted, and arguably extended, the duty of good faith owed by a franchisor to its franchisees.
Will a franchisee's rescission claim stay or will it go? Mandatory mediation may result in stay of proceedings
Canada | 18 December 2018It has become common practice to include alternative dispute resolution (ADR) provisions in franchise agreements. A recent decision by the Ontario Court of Appeal serves as a stark reminder to franchisors to ensure that ADR provisions contained in a franchise agreement are properly drafted so that the commencement of disputes thereunder triggers the running of the applicable limitation period.
To be an employee or not to be – that is once again the question
Canada | 13 November 2018The issue of whether a franchisee is an employee or an independent contractor has been debated on numerous occasions and was once again raised in a recent Quebec Court of Appeal decision. In its decision, the court emphasised that when analysing whether a franchisee qualifies as an employee or an independent contractor, the courts should look beyond the terms of the agreement between the parties. While this decision may worry certain franchisors, there are a number of mitigating factors to consider.
Franchisor caught between rock and hard place: importance of clear exclusivity clauses
Canada | 21 August 2018Franchise arrangements often involve a three-way relationship whereby franchisors enter into commercial leases with landlords and then sublease the rented premises to franchisees. Such leases often contain an exclusivity clause limiting the landlord's ability to lease nearby commercial space to competitors of the franchise network. The Superior Court of Quebec recently confirmed that exclusivity clauses must be interpreted and applied restrictively so as not to unduly interfere with the parties' freedom of contract.
