Business Law Lecture: Employment, Labour, Agency, and Corporate Law

This set of vocabulary flashcards covers essential legal terms from COMM. 304, focusing on employment laws, labour relations, agency principles, and corporate governance under the CBCA and SK legislation.

Employee

A person who enters into a contract of employment with an employer, offering labour in exchange for wages and benefits while remaining in a subordinate position.

Independent Contractor

A professional who enters into a commercial contract offering services in exchange for revenue while maintaining autonomy and running their own business.

The Control Test

An age-old legal test that determines employment status by evaluating how much control an employer has over the worker.

The Organization or Integration Test

A legal test determining employment status by assessing the extent to which the worker is integrated into the employer's business and whether their work is core or peripheral.

The Fourfold Test

Articulated in $1947$ by Lord Wright in Montreal v. Montreal Locomotive Works, it looks at control, ownership of tools, chance of profit, and risk of loss.

Employment Standards (ES)

Minimum standards regarding wages, vacation, and hours that employers cannot derogate from unless it is to the advantage of the employee.

Bardal Factors

Criteria used to determine reasonable notice periods, including length of service, age, type of employment, and availability of similar employment.

Summary Dismissal

Known as the "capital punishment of employment law," this allows an employer to terminate an employee without notice due to a fundamental breach of contract.

Constructive Dismissal

A legal construct where an employer's behavior is so significant that the employee concludes the employer intended to no longer be bound by the contract.

Collective Bargaining Agreement (CBA)

A contract negotiated between an employer and a certified union that must have a minimum life of $1$ year.

Business Unionism

A school of thought on unions focusing on protecting worker's rights, improving working conditions, and providing services to members.

Social Unionism

A school of thought on unions focusing on influencing economic and social policies of governments beyond member-only services.

Grievance Process

The most common form of resolving disputes arising out of a CBA, typically involving a multi-step formal process that can lead to arbitration.

Duty of Fair Representation (DFR)

The union's statutory obligation to avoid discrimination, arbitrariness, or bad faith toward employees in its exclusive bargaining unit.

Strike

Industrial conflict requiring workers to be unionized, no CBA in place, successful strike vote, failed conciliation, and $48$ hours notice in Saskatchewan.

Lockout

Industrial action requiring a motive element to compel employees to agree to specific terms and conditions of employment.

Agent

A person authorized by a principal to act on their behalf, negotiate with third parties, and bind the principal to contracts.

Agency by Necessity

A relationship established by common law in emergency situations where the principal's consent cannot be obtained.

Undisclosed Agency

A situation where the agent does not indicate they are an agent and the third party assumes the agent acts in their own name.

Sole Proprietorship

The simplest form of business owned by one person, where there is no separate legal entity and the owner has unlimited liability.

Partnership

The relation subsisting between persons carrying on a business in common with a view of profit, as defined under Section $3(1)$ of The Partnership Act.

Joint and Several Liability

The legal Principle in a general partnership where each partner is fully liable for all debts of the firm.

Fiduciary Duty

A duty requiring partners or corporate officers to deal in utmost good faith, not compete with the business, and act in the best interests of the entity.

Limited Liability Partnership (LLP)

A hybrid form for professional firms like lawyers or accountants where partner liability for the negligence of other partners is limited.

Licensing

A purely contractual relationship where a licensor allows a licensee to use intellectual property rights for a fee or royalty.

Separate Legal Entity

The legal status created by incorporation where a corporation has rights and obligations similar to a human being, distinct from its shareholders.

Piercing the Corporate Veil

A judicial exception where courts ignore a corporation's separate status, often due to fraud or lack of respect for the corporate form.

Articles of Incorporation

The most important organizational document required by the CBCA, addressing matters like share classes, number of directors, and transfer restrictions.

Resident Canadian Requirement

A CBCA statutory requirement stating that at least $25\%$ of a corporation's directors must be residents of Canada.

Proxy

A person appointed in writing and signed by a shareholder to represent them and exercise their vote at a meeting.

Derivative Action

A shareholder remedy involving a lawsuit brought on behalf of the corporation against directors or officers for a breach of duty.

Oppression Remedy

A broad legal remedy defined in CBCA Section $241(2)$ for stakeholders to seek relief from corporate acts that eliminate minority interests or lack a valid purpose.

Duty of Care

The statutory requirement in CBCA Section $122(1)(b)$ for officers to exercise the care, diligence, and skill of a reasonably prudent person.

Business Judgement Rule

A court principle of deferring to the business decisions of directors if they were made honestly, in good faith, and based on reasonable grounds.

Identification Theory

A common law theory for criminal liability where persons with executive control are considered to be the corporation for their specific area.