Letter of Intent (LOI) in Crude Oil Deals – The Legal Traps and Pitfalls of LOI for Crude Buyers

Nowadays, to hear many of the oil sellers and operators, particularly their brokers and agents, who are involved in the international open market crude selling, describe it, this document – called the “Letter of Intent” or LOI, for short – is not only an essential document for doing crude oil business, but one which every credible person or company engaged in crude buying should always use in initiating a purchase. To many of these operators, not only should crude oil buyers use the LOI to initiate their buying orders, but initiating the purchase order in that manner, they say, has always been the usual way by which credible buyers initiate their purchasing projects, as doing it that way indicates, they claim, that a buyer is “serious” and genuinely committed to making a purchase.

THE SELLERS’ RATIONALE FOR DEMANDING THE LOI

This position expressed by one representative of a seller, a Swedish-based broker, in a recent exchange with this writer’s office regarding the seller’s offer wherein the prospective buyer’s mandate resisted the broker’s insistence that the prospective buyer must first sign an LOI, pretty much sums up the traditional rationale offered by sellers and/or their agents for having an LOI:

“Buyer who is serious, ready and able to purchase [crude oil], will sign [an] LOI and all the necessary documents that protect the rights of the Brokers and proceed. There is nothing to lose in signing those documents. This is how it is usually done and this is how it should be.”

In sum, the rationale underlying the Seller’s demand for LOI, can essentially be summed up as follows:

1) That giving an LOI to a seller by a prospective buyer, is an indication that the buyer is “serious” and willing to purchase;
2) That use of the LOI is the usual way of initiating a purchasing proposal by a buyer, and is the right and proper way to go; and
3) That there is nothing for anyone in the deal to lose by a prospective buyer signing an LOI.

HOW VALID, OR OTHERWISE, ARE THESE USUAL RATIONALE BY SELLERS OR THEIR AGENTS?

Ironically, while oil sellers and their agents frequently demand that prospective “serious” buyers involved in crude oil transactions should first offer an LOI, the buyers, on the other hand, are not generally enamored of that idea. Especially when, in effect, what is being asked of them is to provide the LOI upfront to a little-known Internet-generated seller about whom they lack any familiarity with or whose bona fides as sellers they know next to nothing about – other than, perhaps, that they (the buyers) had had some initial communication with the “seller” via an Internet contact. In deed, to this writer’s knowledge, crude buyers, particularly the more established and prominent ones, would very rarely offer an LOI upfront to any sellers to initiate a purchase. And when, especially, the supposed “seller” that’s involved is one that is a virtual unknown to the buyer, or one that is merely an Internet-generated seller about whose bona fides and credentials the buyer knows practically next to nothing, one can be almost absolutely certain that the chances of a crude buyer of substance signing over an LOI to such a seller, is practically next to zero.

Contrary to the sellers’ and their super sales-conscious agents’ familiar claim that “There is nothing to lose in signing those documents,” quite the complete opposite is true – namely, a great deal, in fact, could potentially be lost particularly by the buyer by signing an LOI to a supposed seller. Why? In a word, this is because the LOI is actually fraught with many incalculable legal flaws, traps and pitfalls, much of which could often be prohibitively costly for the buyer, according to legal authorities and contract law experts. (See below for more on this)

In fact, some experts have called the LOI a document whose use is primarily advocated or promoted only by amateurs and marginal dealers or “joker-broker” types in the crude trade business, especially the overzealous sellers’ agents and brokers in a desperate hurry to land some buyers. Mr. Ziad K. Abdelnour, President & CEO of Blackhawk Partners, Inc, a New York-based advisory firm to traders and suppliers of metals, minerals and crude oil commodities, calls the LOI document something that is primarily “used out on the Internet by inexperienced traders,” and by “inexperienced ‘intermediary seller’ who is claiming to be the supplier.”

The point is that the often-heard notion and claims by some sellers or their overzealous agents and brokers that the use of the LOI to initiate a purchasing proposal by a buyer “is how it is usually done and this is how it should be,” may be applicable and prudent only in the minds, the imagination, and hopes or dreams of those sellers, especially the more marginal ones and their brokers and agents who operate on the fringes largely on the Internet. It is NOT a view that is shared by the broad spectrum of credible buyers, more especially when the “sellers” involved are largely unknown and obscure operators.

THE REASONS WHY BUYERS & EXPERTS SHUN & DISAPPROVE OF THE USE OF LOI

They include the following:

1. LOI is used as manipulation tool at the hands of unscrupulous sellers & agents.

Often times, obscure or scam-oriented persons who claim to be crude Sellers, or represent themselves as sellers’ agents, mandates or brokers largely by an Internet contact or communication, employ the LOI merely as a tool to quickly “corner and box in” a prospective buyer to a purchase deal, before the prospective buyer may demand that they provide their business profile or show him something tangible to demonstrate that they are truly legitimate sellers. Such sellers would persistently demand that the prospective buyers hurry and issue them an LOI right upfront purportedly as proof that they are “serious” about making the purchase – that is, before the buyer may probably start raising some probing questions about them or their credentials as legitimate sellers.

Many a time, especially in a case involving a supposed seller who is either a fake seller or does not actually have the supposed crude in hand yet, or, an unscrupulous aspiring seller’s agent or broker who actually has not acquired a crude supplier (seller) yet, buyers may issue an LOI only to find out that there is no seller on the other end. This happens a lot in situations where you have an hungry agent or facilitator who is still struggling to get a real supplier, and by extracting this LOI from an unsuspecting buyer, this facilitator can commit the buyer only for him then to start hustling to find a seller or supplier.

2. LOI is a Legally Worthless Document That Means Virtually Nothing

As a practical matter, in legal terms, the Letter of Intent is a worthless and meaningless document. The LOI is a badly flawed legal document. This is because the document is, as one experienced contract law expert put it, “an agreement to agree which is non-binding and non-enforceable as a contract.”

Ziad K. Abdelnour, President & CEO Blackhawk Partners, Inc, the New York-based advisory firm on such matters, puts it this way: “Giving a Letter of Intent only means ‘Yes I’m intent to buy the goods but I can change my mind anytime.’ A letter of Intent is not a binding contract. [Hence] The Letter of Intent is a total waste of time on a worthless piece of paper.”

So, if a letter or document that nominally or presumably conveys the signer’s “intent” or intention to buy, is essentially meaningless and worthless in legal terms, and is not binding on the signer or anyone, and CANNOT be enforced on him, then why would a respectable crude buyer, in the first place, want to waste its precious time and resources (or that of its expensive lawyers) to engage in such a fruitless exercise for the benefit of a seller? Especially for an unknown or obscure seller?

3. LOI is fraught with many legal booby traps & pitfalls especially for the buyer.

But probably the most damning reason why credible crude buyers would have little or no use for LOI in their buying dealings, is that using the LOI is fraught with many incalculable legal traps and pitfalls much of which could atimes be very costly for, and to the detriment of, the buyer, according to legal authorities and contract law experts.

A fundamental flaw of the LOI, lies in what Vasilios J. Kalogredis, a Wayne, Pennsylvania attorney, calls “the uncertainty and potential risk of any such undertaking.” Kalogredisis, a business contract law expert, explains it this way:

“Letters of intent are often touted as a ‘non-legally binding’ way to get the parties to set forth in writing what the undertaking is among them relative to a transaction. Too often, parties will sign such a document, feeling that they have little or nothing to lose by doing so… [True, that’s] one of the attractive elements of the letter of intent [its purported non-binding nature]. However, courts have found letters of intent to create binding obligations, even if the letter itself does not explicitly state that it is binding… certain provisions within the document may indeed [still] have legal effect.”

Kalogredis calls that basic fact that a document generally viewed by many as a casual and non-binding document, could atimes still become binding under certain unpredictable circumstances, “one of the traps in a letter of intent,” and adds:

“My advice [to parties contemplating having an LOI] is to proceed with caution before signing any such document. As a general rule (and there are exceptions), I urge the parties to go right to the final documents and “dot all of the I’s and cross all of the T’s,” rather than go through this interim step of a letter of intent, which has many potential traps.”

Another contract law attorney, Ivan Hoffman of California, makes essentially the same point:

“Parties to a transaction sometimes intentionally create a letter of intent as an expression of what they intend to agree upon should certain circumstances arise… [whatever happens], the document will not be binding and thus not enforceable until those circumstances arise. Thus, the letter of intent is essentially a legally worthless document. It is not clear to me the reason any party would ever bother to create such a document and yet I have seen it used on many occasions. If parties to a transaction intend to bind each other, then they should create a binding contract, not a letter of intent. If the parties to a transaction do not intend to bind each other, then why bother creating a document that is not binding?

However, sometimes one of the parties prepares a document believing it to be a valid and enforceable agreement only to find, after expensive litigation, that it was not a binding agreement at all but merely a non-binding, non-enforceable agreement to agree, letter of intent.”

4. LOI as a Source or Promoter of Undue Litigation

Aside from the legal problem of the ambiguity and uncertainty inherent in LOI, there is yet another major problem inherent in the document, from a legal standpoint. Namely, precisely because the LOI is basically ambiguous and non-definitive by nature, the document often easily lends itself to different interpretations and understandings at the hands of different parties (or even the courts), and thus lends itself, in turn, to being a fertile source for undue litigation and legal contests for those involved with the use of that document in their transactions.

Lawyers at the Coollawyer.com, explain the legal “paradox” inherent in the LOI, wherein the signing of an LOI, is often prone, not to bringing about less litigation, but more litigation, and put it this way:

“Letters of Intent, legally, are the worst of all worlds. Writing a letter of intent is not to be taken lightly. In law, you either have a contract or you don’t. LOI’s are the legal equivalent of “almost pregnant.” Letters of Intent emphatically state that. They state that they are not formal agreements, and then often proceed to set forth agreed terms of the proposed transaction. Given this paradox, if the deal goes sour, one party can argue [in court] that those agreed-upon points were, in fact, agreed upon – or, in fact, a binding contract. And, in some cases, furthermore, that the party relied on the LOI and has monetary damages based on such reliance.”

The lawyers add that: “This is the legal problem with a Letter of Intent – you can’t legally state you agree to something and then state that you don’t in the same document.”

Famous Case of a Letter of Intent Gone Bad: Court Case of GETTY OIL vs. PENNZOIL

A famous example often cited by legal scholars, was a case involving the Getty Oil and Pennzoil in very early 1984. The parties had signed a “Memorandum of Agreement” – viewed by the parties at the time as a Letter of Intent – for a complex investment and stock transaction, whereby Pennzoil would purchase Getty Oil stock, and set forth general terms of the investment that had been reached in conversations, and also stipulated that the Memorandum was subject to the approval of the Board of Getty Oil. The Board of Getty Oil sooner approved the transaction and both parties announced on January 4, 1984 in a press release, an “agreement in principle” to the terms of the Memorandum. The final agreements for the merging of Texaco and Getty Oil were signed by the parties on January 6 – 8.

However, during the same period, on January 6, another oil company, Texaco, came into the picture as it publicly announced that Texaco and Getty Oil would merge. Pennzoil protested the proposed merger, and Getty Oil filed a law suit for the court to issue a declaratory judgment that it was not bound by any contract it had with Pennzoil.

The long and short of the story, is that the court, after scrutinizing not only the Memorandum, but also the wordings of the press releases and other documents that Getty Oil and Pennzoil had issued over the course of their dealings, found Getty Oil to be “in breach” of the Memorandum of Agreement – the document the parties had viewed as a letter of intent. Thus, a document (the letter of intent) that the parties had started out viewing as non-binding and unenforceable, had changed from being that, to being a final agreement! Pennzoil, on the other hand, ended up with $10.6 billion (later settled for $3 billion) from Texaco for interfering in its deal with Getty Oil.

Moral of the story? If you’re ever contemplating using a Letter of Intent in a business transaction, you had better watched out, it may not be as simple a matter as you might think. You better be very cautious, for it could result in unforeseen and unpredictable consequences!

SUMMARY

Put very simply, as a legal or even business document, it’s hard to image any document that could be as beset with so many near-crippling legal flaws, traps and pitfalls for its signer, as the LOI. Consequently, it comes as no surprise that in the REAL world of international buying and selling of crude oil, while the crude sellers and their army of sales-obsessed aggressive brokers and agents may generally be infatuated with the idea of having the LOI document widely and routinely used by prospective crude buyers to initiate their purchasing offers, nothing, on the other hand, could be more disliked, more unacceptable or unwanted by most crude buyers, particularly the more credible and substantive lot. What is more, on top of everything else of decisively negative nature about this document, the LOI is a document adjudged by virtually every legal expert in the field as a document that is legally meaningless, worthless, unenforceable and non-binding both on the signatory parties or on anyone, but yet has the potential to bring forth immense and unanticipated legal complications and problems for the signer(s).

To conclude, there’s perhaps no more apt way to conclude this piece, than to quote this very fitting statement by contract law attorney, Ivan Hoffman, of California: “[Given that] the letter of intent is essentially a legally worthless document [but yet one that could potentially cause many serious legal problems for the signer]. It is not clear to me the reason any party would ever bother to create such a document and yet I have seen it used on many occasions.”

FOR A FOLLOW UP

YOU WANT TO FOLLOW UP ON FINDING CRUDE OUR SELLERS THAT DO NOT DEMAND LOI? OR, AS A CRUDE SELLER, TO FIND OUT HOW YOU CAN STRUCTURE YOUR DEAL FOR A NON-LOI OFFER? Please see the instructional information in the author’s resource box below

Can You Trust Free Online Legal Help?

If you are seeking free online legal help you need to be certain that the online company you are approaching is reliable, since there is much unreliable and unaccountable information on the net. At this point the question comes up whether free online legal assistance is safe. Instead you would do well looking for low cost legal plans available online. There are several pre-paid legal services offered, and there are services which charges monthly. Identity theft is one of the largest credit card frauds in the United States, and though the enforcement branches of the different states and the Federal Trade Commission (FTC) are doing their best, there is no short term resolution in sight.

If you browse the Internet you will come across several companies offering free online legal help. You would need to download do-it-yourself legal forms, and after you have duly filled up and submitted the form, you will be assisted by the legal representatives of the online company. Prior to taking up the free service, you could also review the legal advice options offered by the company and also have a chat with one of their Attorneys.

While you are seeking free legal help, do not get confused between “legal advice” and “legal information”, and take these two as the same thing. If you look through the internet, you will find that there is a great deal of legal information available which could help you to know more about credit card frauds, and this information is highly reliable. The information includes analysis by experienced lawyers and such reports help many to take proper measurable actions on the matter of identity thefts.

As far as free online legal help is concerned, this is different from legal information which we talked about. Legal services are expensive and therefore it is unlikely that you would find reliable free online legal advices. Legal advice need to be obtained from a legal counselor who has the knowledge and expertise to guide you on the legalities required if you have experienced credit card fraud.

It is rare that you will come across free online legal help simply because a lawyer, having expertise in the subject matter, would need to put in time and effort to analyze your problem within the context of the law and legal precedents. Having done that, a lawyer would be prepared to provide you with his legal advice. However, you may find free online legal help in form of consultations or having some basic question answered. However, after that point, a lawyer would always charge you his fees. A lawyer cannot provide free legal services since he makes his living from the legal services he renders.

The Business Legal Checkup – Preventive Advice For the Legal Health of Your Business

More than 250 years ago, Benjamin Franklin famously said, “An ounce of prevention is worth a pound of cure”. He was advising Philadelphia homeowners to insure their homes against fire to avoid catastrophic losses. Franklin’s advice is just as applicable today to the legal issues of your business.

In this article, we explain a new legal service, Canadian Business Legal Checkup, an audit of legal matters affecting your business. Business Legal Checkup is a diagnostic tool most small and medium size businesses could use to verify if legal aspects of their operation comply with the law and to minimize risk, litigation and expense. When the Business Legal Checkup is completed, the business owner receives a lawyer’s report red-flagging matters which need correction, improvement or further legal advice.

A closer look at the Business Legal Checkup

Your business is built on a foundation of laws and legal procedures. As a prudent business owner, you have probably considered the following legal matters:

o You had to incorporate your business. The corporation has been properly set up. All shares are properly issued. Directors and officers have been appointed. The corporate minutes and register are up-to-date.
o You and other directors of the corporation know exactly what your duties and liabilities are. All directors are protected from liability by sufficient insurance coverage.
o You have a shareholders’ agreement so that all shareholders know their roles. All partners are treated fairly. There is an orderly method for valuation and termination of the corporation. You understand the minority shareholders rights requirements of the Business Corporations Act.
o You filed a business registration and have a system to renew it before expiry and you have registered any business names that you are using.
o You filed trademark, patent and copyright applications to protect the intellectual property of your business.
o Your URL (web address) is trademarked. You have audited your website to check for breaches of privacy law, defamation and technology law issues. Your online sales portal is set up to avoid legal problems with privacy law, identity theft and contract issues.
o Your licencing and registrations are up-to-date. If your salespeople have to be registered or licenced, you have a system to ensure that their registrations are up-to-date and that their regulatory requirements are being monitored.
o You have a long term lease for your plant or office. You had your lease vetted by a lawyer. You know what it says, including the extra rent the landlord can demand. You know the deadline for your right to renew.
o You use several legal standard forms and contracts in your business. These have all been vetted by a lawyer to comply with applicable laws including the PPSA, the Interest Act, the Consumer Protection Act, the Sale of Goods Act, the Mercantile Law Amendment Act and the Bills of Exchange Act and contract law.
o If you extend credit, you know that your service charges don’t exceed the “criminal rate of interest”.
o You know prohibitions against misleading advertising and unfair competition in the Competition Act.
o You understand the privacy legislation and you have a system to ensure that you comply each time you collect, use, or disclose personal information.
o Your employees have signed agreements which spell out the length of notice they are entitled to receive if you terminate their employment. You know who is entitled to how much and what to do if you decide to terminate an employee, whatever the reason. You understand your obligations under the Employment Standards Act.
o Your employees have all signed non-competition covenants and non-solicitation agreements to prevent them from taking away your best clients, business procedures, best employees and trade secrets if they leave to set up shop on their own.
o You have a procedure to prevent violation of the Human Rights Code and you know the protected grounds of discrimination. You also understand all of the elements of sexual harassment and you know how to deal with it.
o You know your company’s rights and obligations under the Workplace Safety Insurance Act and the Occupational Health and Safety Act.
o You have liability and multi-peril insurance and you know what it covers.
o Your manufacturing and distribution processes are set up to avoid potentially devastating product liability and class action lawsuits. You have minimized risks.
o You keep up-to-date with changes in the law which affect the corporate, contractual, insurance and employment law issues in your industry.
o You have complied with the filing requirements for income taxes, sales taxes and GST. You have had your business and municipal tax assessment vetted.
o You know what precautions to take to help prevent litigation.
o If you are about to get involved in litigation, you have an action plan to maximize your chances of success and to keep the cost in check. When hiring a lawyer, you know what you need and what to expect.

Stop the presses – before we continue – do we hear you saying there are many items on this list that you haven’t looked after, that you haven’t thought of or which could be updated?

We’re not surprised. In our experience, small and medium-sized business owners don’t get around to dealing with many important legal issues involved in organizing their business relationships with partners, shareholders, customers, employees and government and in preventing or managing the risk of expensive litigation. Often, agreements are not fully thought through.

Small business owners tend to do only what they absolutely have to do to comply with the law and are reluctant to spend money for top drawer legal services when an inexpensive shortcut appears to do the trick. Your focus is getting your business up and running, getting your product to market, making sales and keeping costs down. You could be lucky and run your business for years without anything going wrong.

Fair enough, but if you disregard preventive legal measures like the ones mentioned, your business is like a driver without a seatbelt in a car that has never been serviced —in other words, a catastrophic accident waiting to happen.

Here are two examples of business legal nightmares that could have been easily avoided with a program of preventive law such as the Business Legal Checkup. These are actual cases, decided in Ontario courts:

o A Toronto RV dealer sold a motor home to a customer. After using it for a couple of weeks, the customer complained that the salesperson had misled him about a “rental program” and brought the motor home back and refused to make any payments. The dealer sold the motor home as a used vehicle and suffered a $25,000 loss for which it sued the customer.

The Ontario Court of Appeal decided that customer was entitled to return the RV and cancel the contract because the salesman’s Motor Vehicle Dealers Act registration expired and was not renewed. This made the contract illegal. The RV dealer didn’t have a system to check if all their salespersons’ registrations were current. The dealer not only lost $25,000 but also had to pay about $30,000 to their own lawyer and almost that much in legal costs to the customer’s lawyer. A Business Legal Checkup could have saved this business most of the $100,000 and a lot of aggravation.

o A southwestern Ontario company was a wholesale distributor of car alarm systems, which started as a basement operation and developed into a successful business. The owner used contract forms he found on the internet. Why pay a lawyer when forms were right there for the taking? His standard form contracts had statements that he didn’t fully understand but if they were on the internet, they must be OK. He didn’t have a lawyer check them. The standard form agreements didn’t create a problem for several years.

The distributor extended credit to CAG, a company owned by a Mr. Don for more than $90,000 worth of car alarms. He wasn’t worried about payment because Mr. Don signed the standard form contract — the one he found on the internet for free — which stated that Mr. Don was personally liable for everything CAG ordered. When CAG went out of business, the distributor sued Mr. Don. The Ontario Court of Appeal dismissed the claim against Mr. Don because the personal liability clause in the standard form agreement was unclear and was capable of two meanings. The distributor didn’t recover his $90,000 and had to pay legal fees to his own lawyer and costs to Mr. Don’s lawyer. A Business Legal Checkup could have saved him almost $150,000 and possible financial ruin.

These examples are the tip of the iceberg. As you read this article, you can probably think of other examples that affected your business. In each case, it’s more than the legal expenses that are at stake. The business owner has to devote time and sleepless nights to the legal dispute and loses time from running the business.

How does a Business Legal Checkup work?

o You will be asked to complete some forms to provide confidential information about your business.
o You will have a discussion with the lawyer to assess the scope of the Business Legal Checkup. For example, it doesn’t cover tax law, environmental law or succession planning unless special arrangements are made.
o A basic Business Legal Checkup will provide a diagnostic review of the legal status of the following issues in your business: (1) Set up and governance of your corporation; (2) Relationships among the owners of the business; (3) Relationships with employees; (4) the contracts and forms used in the business; (5) Competition Law and Illegal Advertising; (6) Intellectual Property, Trade Secrets, Confidentiality and Privacy; (7) Safety and risk management; (8) Risk analysis and efficient management of existing litigation; (9) Internet Issues; (10) Regulatory licencing issues.
o A Business Legal Checkup can also be customized to meet the business owner’s specific requirements. This may require consultation with outside legal experts.
o In preparation for the Business Legal Checkup, you will be asked to provide documents and information concerning each category of the analysis.
o After the documents have been reviewed by a lawyer, consultation may be required with other lawyers. Further clarifications may be required from you and other senior officers of your business.
o A report will be prepared explaining the status of each topic and red-flagging issues which require attention and indicating their level of urgency.
o When the Business Legal Checkup report is ready, the business owner may prefer to have the Business Legal Checkup lawyer or legal team present the findings orally. An oral presentation followed by a Q&A session can assist the business owner to plan the next steps efficiently.
o The Business Legal Checkup legal team will facilitate referrals to lawyers who are specialized in resolving the legal problems identified by the Business Legal Checkup.

How much will a Business Legal Checkup cost?

For a small startup business with less than five employees, operating out of a single location and having only one business entity, a Business Legal Checkup can usually be completed for about $5,000 to $7,500 if there are no unusual problems.

Who needs a Business Legal Checkup?

Every business needs to know whether its legal processes are efficiently compliant with the law. Public corporations are obliged to provide certain levels of legal compliance to government and regulatory bodies. A small private corporation does not have the same levels of mandatory compliance but failure to do so voluntarily is like the proverbial ostrich with its head in the sand.

A Business Legal Checkup is also useful for a business owner who is considering the sale of his business or for a prospective purchaser of a business. Minority shareholders could insist on a Business Legal Checkup annually or bi-annually to ensure that management and the majority shareholders are meeting their obligations to the corporation.

A Business Legal Checkup may also be a credibility tool for a business seeking financing or government contracts. Unlike a financial audit, ISO9001 and ISO 14400 compliance standards, the Business Legal Checkup is a confidential report to management only and expressly excludes reliance by outside parties. If an outside party, such as a lender or investor, will receive a copy of the report, the Business Legal Checkup legal team must be informed in advance so that concerns relevant to these outside parties can be taken into account.

Where can my business get a Business Legal Checkup?

So far as we know, the Business Legal Checkup, as a fixed-price legal diagnostic tool for private small and medium-sized businesses is a new legal service in Canada. Interested business owners are invited to contact us for information.

Benjamin Franklin’s famous advice has evolved. A Business Legal Checkup can be much weightier than an “ounce of prevention”. It could provide “tons” of preventive advice to save your business from damaging or catastrophic expense. The Business Legal Checkup will also provide the business owner with peace of mind which, as another saying goes, is “worth its weight in gold”.

October 2008. © Igor Ellyn and Orie Niedzviecki
This article is for information only and not legal advice.

Igor Ellyn, QC, CS and Orie Niedzviecki, Partners

Ellyn Law LLP, Business Litigation Lawyers, Toronto
http://www.ellynlaw.com