assignment agreement government of canada

Language selection

• Français fr

Secondment agreement

From: Public Services and Procurement Canada

Last updated: February 8, 2019

This section describes the roles and responsibilities of the various parties involved in processing a secondment agreement.

On this page

Process description, employee responsibilities, manager (home and host) responsibilities, human resources (home and host) responsibilities, finance (home and host) responsibilities, trusted source responsibilities, pay centre responsibilities.

A secondment is a temporary move of an employee to another department or agency in the core public administration and other organizations for which the Treasury Board of Canada is the employer.

As a lateral movement, a secondment allows an employee to perform the functions of a position that already exists or to take on a special project in another organization. The employee maintains his or her substantive position in the home organization, and is paid by the home organization. A secondment agreement indicates acceptance of this arrangement and must clearly state that the employee returns to their substantive position on completion of the secondment.

Employees are responsible for signing the secondment agreement.

For overtime requests, the employee is responsible for completing the extra duty pay or shiftwork report and authorization of the extra duty pay form (accessible only on the Government of Canada network) .

For leave requests, the employee is responsible for completing the leave application and absence report (accessible only on the Government of Canada network) .

Managers from the home (seconded out) and host (seconded in) organizations are responsible for advising human resources of the secondment by following organizational procedures.

Section 34 managers are responsible for:

• signing the secondment agreement
• advising finance to ensure the transfer of all salary payments between the home and host organizations

Overtime and leave

The delegated host section 34 manager must authorize overtime or leave and forward the authorization to the delegated home section 34 manager.

Human resources in the home organization are responsible for:

• completing job and personal information rows in the Human Resources Management System in a timely manner and verifying that these data are accurate
• sending the secondment agreement through a trusted source to the Pay Centre by encrypted email, fax or mail to the Pay Centre Mail Facility, including a completed pay action request form  

Human resources in the host organization are responsible for:

• preparing the secondment agreement
• entering the information in the Human Resources Management System

Finance in the home and host organizations are responsible for reconciling interdepartmental settlements for salary payments.

Finance in the home organization are responsible for Section 33 authorization of the transaction in Phoenix.

If there are questions or concerns on a transaction requiring section 33 authorization, finance will contact the Pay Centre.

Upon receipt of the secondment agreement, the trusted source is responsible to authenticate signatures on paper requests before they are transmitted from departments to the Pay Centre, including:

• the section 34 signature for all requests affecting financial results or the manager’s budget
• the human resources delegated signature for all requests (excluding requests directly from employees)

Paper requests submitted directly by employees to the Pay Centre, without any departmental signatory requirements don’t need a trusted source to authenticate anything.

The Pay Centre is responsible for:

• checking the trusted source list
• making changes to union dues, where required

If there is a change to an employee’s bargaining status, a bargaining agent identification notice of change form must be completed and sent to the union(s) involved.

If there is a delay in changing an employee’s bargaining status, the Pay Centre is responsible for:

• sending, by encrypted email or fax, a requisition for payment form (accessible only on the Government of Canada network) to inform finance that a payment must be made to the bargaining unit
• recovering amounts owing from the employee (refer to CD 2012-006 Recovery of union dues )

Although Phoenix does not take into consideration the secondment out and in process, the pay action request form sent to the Pay Centre is used to identify if there are changes to the union and location of work.

• Video Presentation
• Our Lawyers
• Our Services
• Video Testimonials – Real Estate
• Video Testimonials – Immigration
• Client Testimonials
• Appointment

HST on Assignments

• Sign-up to our newsletter?

An assignment is a sales transaction that is carried out between the owner (assignor) and the buyer (assignee). The original owner sells the property to the buyer before the original buyer closes on the property. In short, the buyer sells the property to gain any interest or profit on the house by selling the property before they close on the property.

HST on Assignment Sale

The assignor pays the HST on the assignment sale along with the original price. The assignment agreement is prepared, clearly stating the profit on a transaction.  It is advisable to hire a  Real Estate lawyer to prepare the agreement with all the necessary information.

Important Changes in the HST on Assignment Sales

In the 2022 Federal Budget, two important changes were introduced in the HST on assignments. The changes that will govern the New Home Contract are as follows:

HST on Assignments is Applicable on all New Home Contracts

The government announced that all Assignment agreements for New Homes entered in on or after May 7 th,  2022 are now subject to  HST. In the past, the HST on assignments was decided based on the intention of the original buyer, who often paid no HST on assignments. In short, the government has now removed all exemptions, and every New Home Assignment is subject to HST now.

The intention of the original owner is no longer taken into consideration, and all New Home Assignments are now deemed to be a taxable supply to HST.

Deposits are Exempt from HST under Conditions

The government has removed another confusion that often clouded the judgment of whether or not HST is to be paid on the deposit. To exempt the deposit from HST, the Assignment Agreement must include that part of the assignment price is the reimbursement of the deposit paid by the original buyer under the purchase agreement. In short, the writing must clearly state that the assignment price already includes the deposit, so the HST can be exempt.

As stated in the HST Info Sheet GI-120, the HST is only charged to the extent the assignment price exceeds the deposits paid by the assignor in the New Home Contract. The HST does not apply to the original deposit paid by the assignor. However, the above condition must be met. The HST is only payable on any other amount paid to Assignor over and above the deposit.

Nanda & Associate Lawyers Professional Corporation assists Canadian residents and businesses with their HST needs. Get in touch with us today for more details.

Fill In the form below, We will get in touch with you as soon as possible.

Demo Description

This will close in 0 seconds

• Skip to main content
• Skip to main navigation
• Accessibility Statement

More topics

• Repairs and maintenance
• Condition inspections during tenancy
• Communication during a tenancy
• Pets and tenancy
• Guests during tenancy
• Smoking and cannabis
• Peace, quiet and privacy
• Landlord access to rental units

Subletting and assigning tenancies

• Natural disasters and tenancy

Tenant rights

A sublet is when a tenant moves out of their rental unit and allows someone else to live there temporarily. An assignment is when a tenant finds someone to take over their tenancy agreement. Tenants need written permission from the landlord to sublet a rental unit or assign a tenancy agreement. 

On this page: 

Sublets are temporary, assignments are permanent.

• Sublets and assignments are conditional
• Tenant responsibilities

Landlord responsibilities

Landlord rights.

• I need help

A sublet is when a tenant temporarily moves out of their rental unit and rents their unit to another tenant (subtenant) until they return. The original tenant must sign a new tenancy agreement (a sublease) with the subtenant. 

Landlords and sub-tenants don't have a contractual relationship

When a sublet happens, the original tenant becomes the sub-tenant's landlord. The sub-tenant has the same rights and obligations outlined in the original tenancy agreement. 

An assignment is when a tenant permanently moves out and transfers their tenancy agreement to a new tenant. This usually happens when a tenant wants to get out of a fixed-term tenancy early.  

The original tenancy agreement still applies 

When a tenancy is assigned, the new tenant takes on all the rights and responsibilities of the original tenancy agreement. For example, if the original tenancy agreement had a no pet clause, the new tenant would not be allowed to get any pets.

The new tenant and the landlord can also agree to new terms or sign a new agreement. 

• Learn more about tenancy agreements  

Sublets and assignments are conditional 

Tenants can only sublet or assign a tenancy if:

The tenant has the landlord's written agreement 

A tenant must have their landlord's written permission before subletting or assigning their tenancy. A landlord can't unreasonably refuse a sublet or assignment if there are six months or more remaining on the tenancy term. 

The tenant has an order 

Tenants can sublet or assign their tenancy if they have an order from the Residential Tenancy Branch (RTB) allowing them to do so. 

The tenancy agreement allows sublets

Tenants can sublet or assign their tenancy unless it is prohibited in the tenancy agreement. Subsidized housing providers often don't allow for subletting or assignment of tenancies.   

Tenant responsibilities 

Tenant and subtenants must sign a sublease .

The original tenant must sign a sublease agreement with the new tenant during a sublet. 

The original tenant becomes the subtenant's landlord

The original tenant becomes the sub-tenant's landlord when a sublease agreement is signed. The sub-tenant has the same rights and obligations as the original tenancy agreement. The sub-lease agreement must align with the original tenancy agreement. 

Subletting without written permission can lead to eviction

If a tenant sublets or assigns their tenancy without their landlord's written permission, the landlord may serve notice to end the tenancy . This means the tenancy would also end for the subtenant, unless they negotiate a new tenancy agreement with the landlord. 

Tenants can seek dispute resolution to allow sublets or assignment

If a landlord refuses a request to sublet or assign a tenancy, tenants can seek dispute resolution if they believe the landlord is being unreasonable.  Dispute resolution is a process to help resolve conflicts between landlords and tenants.  

Landlords should agree to sublets or assignments

Landlords can't unreasonably refuse a sublet or assignment of a fixed term tenancy if there are six or more months left in the term. 

Refusal can lead to dispute resolution 

If a tenant requests a sublet or assignment and a landlord reasonably believes that the person won't be able to follow the terms of the tenancy agreement, the landlord can refuse the request. However, the tenant can then seek dispute resolution if they believe that the landlord have unreasonably refused their request. 

Landlords can conduct checks on new tenants 

Landlords are entitled to ask for information such as credit or reference checks on a potential new tenant. If it appears the potential tenant will not be able to follow the terms of tenancy agreement, a landlord can refuse the request. 

Note:  Landlords must not charge a potential tenant for considering, investigating, or consenting to an assignment. 

Policy guidelines

• 19: Assignment and sublet (530KB)

Previous legal decisions 

• Learn more about past residential tenancy investigation decisions  

​ ​ I need help ​

The B.C. Public Service acknowledges the territories of First Nations around B.C. and is grateful to carry out our work on these lands. We acknowledge the rights, interests, priorities, and concerns of all Indigenous Peoples - First Nations, Métis, and Inuit - respecting and acknowledging their distinct cultures, histories, rights, laws, and governments.

• 1759 Avenue Road Toronto - M5M-3Y8
• Contact Us By Dialing 416-250-6400
• Working Hours Mon - Sat 8:00 to 18:00

The Assignment of Commercial Contracts in Legal Practice

Contracts are a prime example of intangible property. Parties to commercial contracts, like other property owners, frequently want to transfer their property to a third party. The transfer of a contract refers to the assignment of some or all of a party’s rights or the delegation of some or all of a party’s performance, or both, to a non-party to the agreement.

Some common instances in which a contracting party in a commercial context may desire to assign contractual rights, performance responsibilities, or both are as follows:

• In an asset sale, a corporation sells parts or all of its company.
• A contractor who subcontracts its work under certain projects.
• A business conglomerate that is going through an internal corporate reorganization.
• The borrower who offers its lender a security interest in its assets.
• A manufacturer who sells its receivables to a third party.

In any of these cases, the non-transferring party may object to assignment or delegation for a variety of grounds, including:

• The desire to choose the party with whom it does business.
• Concern that a different obligor or obligee may jeopardize the non-transferring party’s capacity to benefit from the contractual deal

To decide whether the transferring party (also known as the transferor) can execute the proposed transfer without gaining the non-transferring party’s approval, the transferring party must turn to relevant legislation and the plain text of the contract. If consent is necessary and not obtained, the transferring party faces the following risks:

• Violation of the contract.
• Making an ineffective and invalid transfer.

The Definitions of Assignment and Delegation

Each party to a contract is an:

• Obligee in terms of its contractual rights; and
• Obligor in terms of its contractual performance responsibilities.

Contract “assignability” is a term frequently used by contracting parties and practitioners. While they may expressly address the assignment of a party’s rights under the contract in some contexts, they frequently use the term “assignment” to refer to both:

• The delegation of duty to perform.
• The assignment of rights to obtain performance.

However, assignment and delegation are two distinct legal concepts that must be treated individually due to the fact that they might have different outcomes.

What is an Assignment?

Assignment is the transfer of some or all of an obligee’s (assignor’s) rights to receive performance under a contract, generally but not always to a non-party (assignee). A contract benefit is a right (a chose in action) that, in theory, may be delegated by the benefiting party to a non-party. For clarity purposes, this informative piece will assume that the assignee is a non-party, although the rights and responsibilities of the parties addressed apply equally to an assignee who is also a party to the agreement. When these rights are assigned, the assignor no longer has any claim to the advantages of the given rights, which are completely passed to the assignee.

Technically, a contract’s burden cannot be assigned under the law (see National Trust Co. v. Mead [i] and Irving Oil Ltd. v. Canada [ii] ). Transferring performance responsibilities under a contract requires the approval of all parties, making such a transfer a novation.

In practice, parties frequently refer to “assigning a contract” or “allowing the assignment of a contract,” which is actually an inaccurate representation of their intentions. For example, the parties may plan for some or all of the following:

• The contract’s rights or benefits may be assigned.
• The contract’s burdens or performance duties may be transferred.
• Rights and burdens may be transferred.

The Effects of Assignment

The assignor is no longer entitled to any benefits from the assigned rights, which have all been passed to the assignee; nonetheless, even if the assignor is stripped of its contractual rights, assignment does not decrease or remove the assignor’s duties to the non-assigning party. As previously stated, a contract’s burden may only be assigned to a third party with the approval of all parties. As a result, the assignor is still obligated to fulfill its contractual commitments. The non-assigning party retains the following:

• Its entitlement to get performance from the assignor; and
• Its remedies against the assignor in the event of non-performance.

The ordinary rule is that a party can only assign its benefits without the consent of the other party to the contract and will remain liable to the other party for its performance obligations (see National Trust Co. v. Mead [iii] and Rodaro v. Royal Bank [iv] ). If the assignor intends to transfer its obligations and both the non-transferring party and the potential assignee agree, the parties should enter into a novation agreement, which results in a new contract between the assignee and the old contract’s remaining (non-transferring) party. In practice, the assignee often undertakes the contract’s performance responsibilities as of the date of assignment, and the assignor gets an indemnity from the assignee in the event of a breach or failure to perform.

A clear, present, purpose to transfer the assigned rights without needing any additional action by the assignee is required for an assignment to be effective, which means that a promise to assign in the future is ineffective as an actual transfer. Otherwise, no special terminology is necessary to draft an effective assignment.

What is Delegation?

Delegation is the transfer of some or all of an obligor’s (delegating party’s) performance responsibilities (or conditions demanding performance) under a contract to a non-party (delegatee). To be effective, a delegation requires the delegatee to agree to take on the delegated performance; however, unless the non-delegating party has consented to a novation, the delegating party remains accountable for the delegated performance, whether or not it has also transferred its contractual rights.

This is distinct from an assignment of rights, in which the assignor relinquishes its contractual claims upon assignment. As a result, even if the delegating party can effectively delegate its actual performance to the delegatee (such that the delegatee’s actual performance discharges the delegating party’s duty), the delegating party cannot be relieved of its obligation to perform and liability for non-performance unless the non-delegating party agrees to a novation.

There is no precise wording necessary to create an effective delegation, just as there is not for the assignment of rights. When performance is effectively delegated, the delegatee assumes liability for the delegating party’s performance obligations (under an assumption agreement), even if the delegating party retains liability to the non-delegating party for the delegatee’s failure to adequately perform the delegated obligations in the absence of a novation. Under an assumed agreement, the delegating party may have recourse against the delegatee, which is frequently addressed through a contractual indemnity right.

If the delegating party wishes to entirely exclude itself from liability for non-performance, it must get the non-delegating party’s approval to the contract (novation). In the majority of novations, the delegating party, the delegatee, and the non-delegating party all agree on the following:

• The delegatee replaces the delegating party as a party to the contract.
• The delegating party is no longer liable for contract performance.
• The delegatee is directly and solely liable for the delegating party’s contract fulfillment.

Types of Assignment – Legal (Statutory) Assignment vs. Equitable Assignment

• Legal (Statutory) Assignment: An assignment that satisfies the provisions of the appropriate province or territory laws (for example, the Conveyancing and Law of Property Act [v] )
• Equitable Assignment: An equitable assignment may be enforced even if it does not fulfill the statutory requirements for a legal assignment.

Requirements for a Legal (Statutory) Assignment

All of Canada’s common law provinces have enacted legislation allowing the transfer of contract rights. Notably, the legislation for Ontario is the Conveyancing and Law of Property Act .

These statutory assignments are enforceable if the parties comply with the following procedures:

• The assignment is absolute.
• The assignment is in writing, signed by the assignor
• the non-assigning obligor is given express written notice.

A statutory assignment does not need consideration, and no precise words or form are necessary. They can be made as gifts and be valid.

Requirements for an Equitable Assignment

An assignment may be enforceable as an equitable assignment even if it does not fulfill the formality criteria of a statutory assignment. An equitable assignment does not necessitate the use of any specific terms or form. However, in order to comply with any provincial statutes of frauds regulations, the assignment must be in writing. The phrasing must clearly indicate that the assignee is to benefit from the rights being assigned. In contrast to a statutory assignment, consideration is required until there is a full transfer, such as a gift. It is not necessary to provide the non-assigning obligor with express written notification (except in the case of a transfer of land). However, notification is often given largely to assure that:

• The obligor ceases to pay the assignor.
• The assignee has priority over subsequent encumbrances.

Contractual Anti-Assignment & Anti-Delegation Clauses

Rather than relying on relatively uncertain legal rules, most commercial contract parties handle transferability issues in the written agreement. As a result, most commercial contracts include a negative covenant that restricts one or both parties’ rights to assign.

These clauses frequently include specific exceptions that allow one or more of the parties to assign and delegate rights and duties, often to designated non-parties such as affiliates and successors-in-interest to the transferring party’s business.

Courts frequently uphold provisions that prevent assignment because they favor the rights of parties to freely contract. However, subject to specific limitations, there is a broad assumption that contractual rights are assignable. As a result, the case law on anti-assignment provisions is a little erratic. Some courts have upheld anti-assignment clauses and declared the agreement unenforceable. Others have argued that an anti-assignment provision cannot preclude assignment.

Overall, contractual anti-assignment and anti-delegation provisions are commonly included in many types of business contracts. If not, transferability is determined by the contract’s subject matter and the nature of the rights and obligations to be transferred. It is important to stay knowledgeable the existence of such contractual terms when dealing with various commercial contracts…such as contracts for the sale of goods, personal service contracts, commercial real estate leases and various other types of contracts.

If you have any questions about your business’s contractual assignment or delegation needs, contact Cactus Law today to speak with a lawyer specializing in commercial law.

Disclaimer:

The information presented above is solely for general educational and informational purposes. It is not intended to be, and should not be taken as, legal advice. The information given above may not be applicable in all cases and may not even reflect the most recent authority after the date of its publication. As a result, please refer to all updated legislation, statutes, and amendments. Nothing in this article should be relied on or acted upon without the benefit of legal advice based on the specific facts and circumstances described, and nothing in this article should be interpreted otherwise.

About the Author:

Kanwar Gujral is entering his third year at Osgoode Hall Law School in Toronto, Ontario. He has a dedicated interest in real estate, business, and corporate law.

[i] National Trust Co. v. Mead , 1990 CarswellSask 165 (S.C.C.).

[ii] Irving Oil Ltd. v. Canada , 1984 CarswellNat 137 (Fed. C.A.).

[iii] Supra note 1.

[iv] Rodaro v. Royal Bank , 2002 CarswellOnt 1047 (Ont. C.A.).

[v] Conveyancing and Law of Property Act , R.S.O. 1990, c. C.34.

• Privacy Policy
• Website Terms
• Cookies Policy
• Payment Terms
• Why work with us

All Website Contents and Advertising Contents are The Exclusive Property of Cactus Law

Micro Missions

Main Page | FR Contents 1 Diversity and Inclusion Analyst 1.1 3-month Micro-Mission Opportunity (all levels and language profiles welcome) 1.2 Does this speak to you? 1.3 How to apply? Send an email to [email protected] with the following: 1.4 About Micro-Missions 1.5 Micro-Mission Testimonials 1.6 FAQ Diversity and Inclusion Analyst 3-month Micro-Mission Opportunity (all levels and language profiles welcome) Are you interested in co-creating a culture of diversity, inclusion and belonging for our organization? The ADM(Mat) Level 1 Diversity and Inclusion Advisor is looking to accelerate culture change activities for our organization and we need your help! Does this speak to you? We are looking for collaborative and strategic thinkers who are passionate about supporting culture and systemic change to ensure equity, diversity, inclusion and belonging in our workplace. During your micro-assignment you will be: executing culture change activities; conducting research and analysis on initiatives, trends, and issues; supporting the development, implementation and monitoring of our diversity and inclusion plans and initiatives; providing advice and analysis to management on the content, delivery and implementation of our culture change programming; participating on, and providing subject matter knowledge to colleagues, working groups or networks; preparing input to communication materials to promote initiatives across the organization and in our department. We will work collaboratively to grow your experience and subject matter expertise while on the job. The most important skills are willingness to learn; a passion for the subject matter; and a strong desire to drive change. If you are looking for a new challenge, enjoy working in a fast-paced environment, and wish to hone your leadership and change management skills, this may be the opportunity for you! If you are interested in joining our Team and have the support of your manager to take on a micro-assignment, please send your application as soon as possible. How to apply? Send an email to [email protected] with the following: A copy of your CV. A short explanation, in your email, of how you think joining this Team will be beneficial to both yourself and our team. Please address any questions and comments about the content of this message to [ [1] ] About Micro-Missions Micro-missions are short-term, voluntary opportunities for members to showcase and develop their skills, and to build networks by contributing to different projects while remaining in their work units and substantive positions. Micro-missions are an informal way for members to gain experience and for managers to get support for projects that require specific knowledge or skills. They also help foster an agile workplace and workforce. Micro-Mission Testimonials Abigaïl (Biggie)Theano-Pudwill Kurtis DePippo Laura Raine Sandra Griffith-Bonaparte Salisa Bose Wanda Lewis FAQ

Navigation menu

Notice Of Assignment Of Accounts Receivable Under The PPSA: What Every Factor Should Know

Contributor

INTRODUCTION

Factoring is the legal relationship between a financial institution (the "Factor") and a business (the "Client") selling goods or providing services to a trade customer (the "Customer"), pursuant to which the Factor purchases the accounts receivable owing to the Client by its Customer. The Courts in Ontario have determined that a factoring agreement creates a security interest and, as such, is subject to the provisions of the Ontario Personal Property Security Act R.S.O. 1990 c.P.10 (the "PPSA"). This means, among other things, that the Factor must register a financing statement against the Client under the PPSA claiming a security interest in the Client's accounts receivable.

A factoring agreement may be on a notification or a non-notification basis. A factoring agreement on a notification basis requires that the Client's Customer be notified regarding the purchase of the accounts receivable by the Factor and the assignment of the accounts receivable by the Client to the Factor. One purpose of notifying the Customer is to require the Customer to make payment on the accounts receivable directly to the Factor, instead of to the Client.

A notice of assignment is governed by Section 40(2) of the PPSA, which states that an account debtor (i.e., the Customer) may pay the assignor (i.e., the Client) until the Customer receives notice, reasonably identifying the relevant rights, that the accounts receivable have been assigned. If requested by the Customer, the Factor is required, within a reasonable period of time, to furnish proof of the assignment and, if the Factor fails to do so, the Customer may pay the Client.

What constitutes adequate notice of an assignment of accounts receivable? The PPSA does not set out a statutory form of notice of assignment. In RPG Receivables Purchase Group Inc. v. Krones Machinery Co. Limited , 2010 ONSC 2372, C. W. Hourigan J. of the Ontario Superior Court of Justice was required to review a notification of assignment and to determine whether it was adequate. The Court's decision is an important guide to the essential elements that should be included in the notice of assignment.

The facts were as follows:

• On July 14, 2005, RPG Receivables Purchase Group Inc. ("RPG") entered into a factoring agreement with its client Kennedy Automation Limited ("Kennedy"), pursuant to which RPG agreed to purchase certain of Kennedy's accounts receivable, including accounts receivable due from its customer Krones Machinery Co. Limited ("Krones").
• On July 14, 2005, Kennedy faxed a notification of assignment to Krones, which read as follows:

"NOTIFICATION OF ASSIGNMENT

In order to grow and serve you better, we have retained the services of RPG Receivables Purchase Group Inc. to accelerate and stabilize our cash flow. Through their accounts receivable program, RPG has purchased and we have assigned to them all of our right, title and interest in all currently outstanding as well as all future accounts receivable from your company.

We request that all payments be made payable and mailed directly to:

RPG Receivables Purchase Group Inc. ("RPG")

Suite 300, 221 Lakeshore Road East

Oakville, ON L6J 1H7

Tel (905) 338-8777 (800) 837-0265 Fax (905) 842-0242

This notice of assignment and payment instructions will remain in full force and effect until RPG advises you otherwise in writing. Please note that their receipt of payment is the only valid discharge of the debt and that RPG's interest has been registered under the Personal Property Security Act of the Province of Ontario.

Although this notification is effective upon receipt by you, in order to complete RPG's records, we would appreciate your acknowledgement of this notification and your confirmation that:

• the invoices on the attached statement are for goods and/ or services completed to your satisfaction (please note any exceptions or simply provide a listing from your accounts payable); and
• that payments will be scheduled in accordance with the invoice terms and that your accounts payable records have been modified to ensure payment of the full invoice amounts directly to RPG or you will notify RPG of any disputes or potential chargebacks in a timely manner.

Please fax and mail the signed copy of this letter to RPG Receivables Purchase Group Inc., who shall be entitled to rely upon your notification and confirmation as a separate agreement made between you and them. Thanks for your help and cooperation. We look forward to serving you in the future."

• On August 5, 2006, Krones executed the notification of assignment and returned the executed copy to RPG.
• In 2007, Kennedy entered into agreements with Krones for the supply of services and materials to Krones in relation to various projects including projects in Etobicoke, Edmonton, and Moncton.
• Before Kennedy submitted its invoices to Krones, Kennedy provided the invoices to RPG and RPG stamped each invoice as follows:

"NOTICE OF ASSIGNMENT All payments hereunder have been assigned and are to be made directly to:

RPG RECEIVABLES PURCHASE GROUP INC.

221 Lakeshore Road East, Suite 300

Any offsets or claims should be reported to:

(905) 338-8777 Ontario (800) 837-0265

Fax (905) 842-0242"

• Krones paid 13 of the 16 invoices issued by Kennedy. RPG did not receive any notice from Krones regarding any disputes, off-sets, chargebacks or claims arising out of the Edmonton or Etobicoke projects.
• At or about the time that the three unpaid invoices were rendered, Kennedy began to experience difficulty in paying its subcontractors on the Moncton project.
• When the Moncton project ran into difficulty, Krones stopped making payments on the Edmonton and Etobicoke invoices in a timely fashion.
• RPG commenced an action against Krones in respect of the unpaid invoices for the Moncton project that RPG had factored.
• Krones also commenced an action for damages against Kennedy relating to the Moncton project.
• Krones denied liability in respect of the unpaid invoices on the grounds that it had a right to setoff due to alleged overpayments, chargebacks, and damages relating to the Moncton project. It also raised issues with respect to the validity of the assignment of the invoices by Kennedy to RPG and the validity of the invoices.
• The Court decided in favour of RPG and granted it summary judgment in the amount of $183,172.61, plus interest, for payment of the three outstanding invoices.

THE DEFENCE OF SET-OFF

The primary defence of Krones was that it had a valid defence of setoff. In reviewing this defence, the Court referred to the legal principle of "mutuality". In order to establish a valid claim of legal set-off, there must be mutuality which requires that the debts be between the same parties and that the debts be in the same right. The Court stated that this mutuality is lost where the debt has been assigned to another party (i.e., the Factor), unless the rights to set-off have accrued between the debtor (i.e., the Customer) and the original creditor (i.e., the Client) prior to receipt of the notice of assignment by the debtor. At the time that the accounts receivable owing by Krones to Kennedy were assigned to RPG, no right of setoff had accrued in respect of the alleged overpayments, chargebacks, and damages relating to the Moncton property. Therefore, Krones had no legal right to set-off, because the mutuality required for this defence was lost when the accounts receivable were assigned by Kennedy to RPG.

The Court also reviewed the purchase order for the Moncton project to see whether it contained a contractual right of set-off. The Court rejected this claim by Krones and found that there was no contractual right of set-off.

Finally, the Court considered the issue of equitable set-off and concluded that it was not available to Krones.

OTHER DEFENCES

In its other defences, Krones took issue with the validity of the invoices and the validity of the assignment by Kennedy to RPG. Krones argued that the notification of the assignment was limited to the invoice attached to the notification of assignment. The Court rejected this argument for three reasons:

• This argument ignored the clear statement in the notice of assignment that "RPG has purchased and we have assigned to them all of our right, title and interest in all currently outstanding as well all future accounts receivable from your company".
• Each of the disputed invoices contained a stamped notification of assignment; and
• Krones paid RPG directly for 13 of the 16 invoices.

The Court also rejected a number of other arguments raised by Krones in its defence relating to the validity of the invoices.

CONCLUSIONS

In a notification factoring arrangement, a Factor needs to protect its interest in the purchased accounts receivable by giving written notice of the assignment to the Client's Customer. According to Section 40(2) of the PPSA, the Customer may continue to pay the Client until the Customer receives notice that the accounts receivable have been assigned to the Factor. However, the PPSA does not set out a statutory form of notice, nor does the PPSA deal with any right of setoff that the Customer may claim with respect to the purchased accounts receivable. In general, a Factor can only "step into the shoes" of his Client and assert the same right that his Client has against the Customer. This means that, if the Customer has any right to claim a set-off against the accounts receivable owing to the Client, then the Factor is required to accept the reduction in payment as a result of any legitimate claim asserted by the Customer.

In order to protect its interest in the purchased accounts receivable, the Factor should send a notice of assignment, which when signed by the Customer, should accomplish the following purposes:

• it should require the Customer to make payment on the purchased invoices directly to the Factor, instead of to the Client;
• it should request the Customer to verify the accuracy of the purchased invoices;
• it should eliminate the Customer's right to claim any set-off or reduction in the amount payable on the accounts receivable in respect of the Client's obligations arising after the delivery of the notice; and
• It should create an enforceable direct contract between the Factor and the Customer.

Since the notification of assignment in the RPG case has been given the "judicial seal of approval", it is recommended that this form be used by a Factor in Ontario. It is also recommended that the Factor follow the procedure referred to in the RPG case pursuant to which the Customer is requested to acknowledge and confirm the terms of the notification of assignment and return a signed copy to the Factor.

The Court in RPG also referred to the "stamped notification of assignment" on each of the disputed invoices as one of the reasons for rejecting the Customer's defences. For this reason, it is recommended that this form of stamp also be used by a Factor in Ontario on each factored invoice before the invoice is submitted to the Customer.

If a Factor follows the above procedures, then the Factor should be able to collect from the Customer on the invoice, regardless of what issues arise between the Client and the Customer subsequent to the delivery of the notice of assignment. If the Customer refuses to acknowledge and sign the notice of assignment, then the Factor will have limited recourse against the Customer and will have to make a business decision regarding the risk involved in funding the invoice. Even if the Customer acknowledges and signs the notice of assignment, the Factor will still have to be on the alert for any future disputes between the Client and the Customer. For example, the form of notification used in the RPG case requires the Customer to notify the Factor of "any disputes or potential chargebacks" and the stamp on the invoices in this case requires the Customer to report "any offsets or claims". If the Customer notifies the Factor about any such disputes, chargebacks, offsets, or claims, then the Factor will also have to evaluate the funding of the invoice.

A properly drafted notice of assignment will put the Factor in a stronger position to resist any reduction in payment claimed by the Customer. As a practical matter, however, the Factor should also try to confirm with the Customer prior to funding an invoice that there are no disputes between the Customer and the Client. This extra step could avoid the time and expense of litigation over the purchased accounts receivable.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Finance and Banking

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Language selection

Joint statement for the 15th anniversary of the entry into force of the trade agreement between canada and peru.

Arequipa, Peru May 16, 2024

The Honourable Mary Ng, Minister of Export Promotion, International Trade, and Economic Development of Canada and Elizabeth Galdo Marín, Minister of Foreign Trade and Tourism of Peru, today issued the following statement:

“Canada and Peru are pleased to celebrate the 15th anniversary since the entry into force of the Canada-Peru Free Trade Agreement (CPFTA), which is a cornerstone of our strong and growing trade and investment relationship.

This anniversary is an opportunity to reflect on all that our two countries have accomplished by way of the Agreement. Since 2009, bilateral merchandise trade between our countries has more than doubled, reaching $4.2 billion USD in 2023, with Peru being the second largest export market for Canada in Central and South America, and Canada being the fourth most important export market for Peru in the world. The FTA created the right conditions for increased bilateral direct investment, including in sectors such as financial services, mining, industry, transportation and infrastructure.

Our trade and investment relations are bolstered by our active participation and cooperation within the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), which is a cornerstone of our mutual engagement in the Pacific region and beyond. Furthermore, economic forums like the Asia-Pacific Economic Cooperation (APEC) and the Americas Partnership for Economic Prosperity (APEP) provide us with key opportunities to connect, share best practices, and address common challenges in a collaborative environment.

Our countries’ relationship is also anchored in many other topics of shared interest such as the incorporation of a gender perspective on trade issues. In 2022, Peru joined the Global Trade and Gender Arrangement (GTAGA), where Canada is a founding member, which encourages action toward mutually supportive trade and gender policies, aimed at improving women’s participation in trade and investment and promoting women’s economic empowerment. This reaffirms our mutual commitment to mainstreaming gender in trade programs and policies, and to developing activities that promote greater opportunities for women in trade.

Canada and Peru look forward to many future years of trade growth, sharing knowledge and best practices to fortify our economies and strengthen rules-based, inclusive, and sustainable trade.”

Sask. teachers resoundingly reject province's contract offer

Offer included 8% total pay increase over 3 years, with some retroactive cash.

Social Sharing

Saskatchewan Teachers' Federation (STF) members have voted to reject a contract offer after months of strife with the province. 

The STF confirmed the result Thursday evening, saying that 92.2 per cent of its members voted over the previous two days, with 90 per cent of them rejecting the province's offer.

The STF said it has issued an invitation to the government's bargaining committee to resume negotiations this coming Monday. The STF also said it would host a news conference Friday at 10:30 a.m. CST.

"The message to government and the Saskatchewan School Boards Association is crystal clear: their so-called 'final offer' is unacceptable and does a disservice to students and teachers," said STF president Samantha Becotte in a release.

"We need a deal that guarantees the government's full, unwavering commitment to the future of public schools beyond the election cycle. Anything less is untenable.

"We are nearing the end of a school year spent under the shadow of an intransigent government that seems to disregard the largest job sanctions ever undertaken by Saskatchewan teachers and ignore students' needs. No more backroom deals and no more 'final offers.'"

Saskatchewan Teachers’ Federation president responds to contract vote result

Minister of Education Jeremy Cockrill said he is disappointed in the result and called the offer fair, saying it reflected the best interests of students, teachers, parents and taxpayers.

"The best deal will be reached at the bargaining table, and both sides should immediately agree to return to the table and avoid any further sanctions that could jeopardize instructional time and important milestone events for Saskatchewan students," Cockrill said in a statement.

Official Opposition Leader Carla Beck also weighed in on the vote results, saying they send a clear message to the Saskatchewan Party government.

"Teachers, parents and now even students know [Premier] Scott Moe doesn't care about education and are ready to do something about it. Our next generation deserves better," Beck said in a statement.

Leading up to the vote

The province's three-year collective agreement offer featured a three per cent salary increase in the first and second years, with the first increase retroactive to September 2023, and then a two per cent increase in the third year.

The core issues the STF and province have butted heads over during negotiations are class size and complexity.

• Sask. premier alludes to extending school year as teachers prepare to vote on contract offer

The contract included an article stating that an accountability framework — laid out as part of a memorandum of understanding to ensure provincial funding doled out to the Saskatchewan School Boards Association would benefit students — would be honoured.

The STF and the government have struggled to come to an agreement since negotiations began last May.

Saskatchewan's 13,500 teachers have been without a contract since August 2023 and voted in favour of job action in October. Months of job action followed, including rotating strikes, work-to-rule action, and withdrawal from extracurricular activities and voluntary duties.

Once the deal was on the table, STF referred to it as a "final offer," but the province called it a "tentative agreement."

In a previous news release, the government's bargaining committee called the contract offer "a fair and reasonable settlement that will benefit teachers, families and students."

• Sask. Teachers' Federation, education minister remain at odds ahead of vote on contract proposal

Ahead of the vote, Becotte said she was maintaining a neutral position, although she still critiqued the province's bargaining committee and strategies. 

"They know what is best for themselves, what is best for their schools and what is best for their colleagues," she said.

Prior to the vote, Premier Scott Moe alluded to potentially extending the school year if it was rejected.

He said school divisions would have to make difficult choices about extending the school year by days or even weeks.

Becotte retorted that there's been more time lost to snow days than job sanctions.

"It's disappointing that they are really overstepping their role and trying to influence the vote," she said.

ABOUT THE AUTHOR

Liam O'Connor is a reporter for CBC Saskatchewan based in Saskatoon. O'Connor graduated from the University of Regina journalism school. He covers general news for CBC. You can reach him at [email protected].

With files from Alexander Quon and Dayne Patterson

Related Stories

• Sask. Teachers' Federation back at the bargaining table with the province
• Sask. teachers to vote on proposed contract
• Judge says 'chaos' can't continue as province, Anglophone East appear in court
• Province says school district can't bring Policy 713 case, hearing set for Tuesday

Language selection

• Français fr

Canada’s Foreign Influence Transparency Registry

From: Public Safety Canada

Backgrounder

The Government of Canada introduces legislation to bolster Canada’s response to foreign interference.

The proposed Foreign Influence Transparency and Accountability Act (FITAA) would impose an obligation on individuals and entities that enter into an arrangement with a foreign principal (as described below), to register their arrangements and disclose any foreign influence activities undertaken where they are in relation to government or political processes in Canada. Relevant information from the registration would be held in the Foreign Influence Transparency Registry and would be available to the Canadian public and all jurisdictions to consult freely.

A registration requirement would exist where the following three criteria are all met:

• Arrangement: An arrangement between any individual or entity with a foreign principal, where that individual or entity acts at the direction of, or in association with, a foreign principal. A foreign principal includes a foreign power, foreign state, foreign entity, or foreign economic entity (e.g. state owned business) as defined in the Security of Information Act (to be renamed the An Act respecting countering foreign interference following the passage of Bill C-70) .
• communication with a public office holder;
• communication or dissemination of information to the public by any means, including social media; and
• disbursement of money or items of value, or providing a service or the use of a facility.
• a parliamentary or legislative proceeding;
• the development of a legislative proposal;
• the development or amendment of any policy or program;
• the making of a decision by a public office holder or government body, including the awarding of a contract;
• the holding of an election or referendum; and,
• the nomination of a candidate or the development of an electoral platform by a political party.

A limited number of exemptions are provided and include:

• arrangements to which the Crown is a party;
• foreign nationals who hold a passport that contains a valid diplomatic, consular, official or special representative acceptance issued by the chief of protocol at Global Affairs Canada; or
• foreign government employees acting openly in their official capacity.

The legislation also provides that the Governor-in-Council (GIC) may, by regulations, make provisions for further exemptions to registration obligations.

Application to all levels of government in Canada

The proposed legislation is intended to eventually apply to activities undertaken in relation to political or government processes at all levels of government in Canada, including municipal, provincial and territorial governments, and Indigenous governments. The coming into force date would be fixed by the GIC.

Administration

The FITAA would be overseen by an independent Commissioner appointed for up to seven years by the Governor In Council following consultations with the opposition parties in the House of Commons and recognized groups in the Senate. The office of the Commissioner would be housed by Public Safety Canada, while administering and enforcing the Act independently from the Department and Minister. This is a model that is used by the Competition Commissioner and the Superintendent of Bankruptcy, both of which have resulted in a high degree of independence and professionalism in enforcement actions, while still allowing the government to leverage existing information sharing processes across departments and agencies to support the office.

One of the key objectives of this legislation is to promote transparency for foreign influence activities in Canada. To promote compliance, and to deter non-compliance, certain compliance tools are proposed. Modern compliance frameworks can include both administrative and criminal sanctions. The proposed legislation relies primarily on administrative sanctions, including through the use of administrative monetary penalties (AMP). However, criminal sanctions may apply to more serious violations of the Act and/or other potential criminal conduct.

Three offences are envisioned in the legislation:

• failing to register an arrangement or activity;
• failing to update information on the registry pursuant to the timeframe set out in regulation; and
• knowingly providing false or misleading information to the Commissioner.

There is also an offence for obstructing the commissioner in the operation of the registry.

Where it is determined that a violation has occurred, the Commissioner may issue a Notice of Violation noting various information, such as the specific violation, the name of the individual or entity who failed to discharge their legal obligations under the Act, the proposed penalty, the right to pay the penalty or make representations. If no action is taken by the individual or entity, they will be deemed to have committed the violation. In that case, a Notice of Violation would be published, including the nature of the violation, the name of the person or entity found to be in violation, and the amount of the penalty imposed. The Commissioner may also make public the reasons for their decision. Recipients of Notices of Violation would be able to seek a Judicial Review before the Federal Court of Canada.

For more egregious contraventions of the proposed legislation, the Commissioner can choose to refer the matter to the Royal Canadian Mounted Police (RCMP) to independently conduct an investigation of a violation of the FITAA and it would be up to the RCMP to decide whether to refer the matter to the Public Prosecution Service of Canada to take appropriate actions.

Investigative tools and information sharing

The Commissioner would be able to receive complaints or information to assist them in fulfilling their duties. The Commissioner would exercise their discretion on whether to investigate or to refuse to conduct any investigation. To support investigations, the legislation allows the Commissioner to rely on a number of tools, including: investigative approaches; the ability to summon and enforce the attendance of persons before the Commissioner and compel them to give oral or written evidence on oath; and, the authority to compel persons to produce any documents or other things that the Commissioner considers relevant for the investigation.

To further support the Commissioner’s investigations, the Commissioner would be able to receive and share information with a number of Government of Canada partners, as well as provinces, territories, municipalities, Indigenous governments and groups in Canada. It is envisioned that this would include intelligence from the Security and Intelligence agencies in keeping with proper legal requirements and processes, and consistent with the Security of Canada Information Disclosure Act and Privacy Act . The GIC would make regulations regarding the sharing of information to and from the Commissioner.

Reporting and Review

The legislation would create a number of reporting and review mechanisms to support its proper administration, including an annual reporting requirement by the Commissioner. Within six months after the end of each fiscal year, the Commissioner would be required to submit an annual report to the Minister, which would then need to be tabled it in each House of Parliament within 15 sitting days. Furthermore, the Commissioner’s activities would be reviewable by the National Security and Intelligence Review Agency and the National Security and Intelligence Committee of Parliamentarians. Finally, the legislation would undergo a statutory review by Parliament every five years.

Page details