If you plan to develop real estate in BC, be aware that the government is proposing significant changes to the province’s heritage conservation framework which could potentially delay development of some sites by up to two years.

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The proposed updates to the Heritage Conservation Act, which are scheduled to be introduced in spring 2026, would expand what qualifies as protected heritage and increase Indigenous involvement in development permitting on public, and potentially private, land. Much of the legislative work has been co-developed with First Nations since 2021, with municipalities and other stakeholders brought into the process later and under non-disclosure agreements.

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Proposed changes suggest wide-reaching implications. Local governments could be required to confirm archaeological data checks before issuing development, building, or subdivision approvals. Additional regulations may mandate such checks in prescribed situations, potentially including property sales or projects involving Crown corporations and critical infrastructure.

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The proposals also contemplate new regulatory authority for archaeologists, prohibitions on trading heritage objects, and steep penalties (up to $100,000 for individuals and $1 million for businesses) for serious contraventions. At the same time, certain heritage-related activities by First Nations on Crown land may be exempt from penalties and permitting requirements.

British Columbia has recently introduced Bill 20, the Construction Prompt Payment Act, bringing it in line with prompt payment regimes already in place across Canada. The legislation will come into force once regulations are finalized.

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Once effective, Bill 20 will impose mandatory payment timelines tied to standardized “proper invoices.” Owners will generally have 28 days to pay, with payment cascading down to contractors and subcontractors within strict timelines. Even where payment is withheld upstream, parties must still pay by their own calculated payment dates unless proper notices of non-payment are issued. Undisputed amounts must always be paid on time.

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Bill 20 also introduces a streamlined adjudication process to resolve payment disputes quickly. Eligible disputes, including non-payment and valuation of work, may be referred to adjudication, with binding decisions issued in as little as 30 days. Determinations are enforceable as court judgments, helping keep funds flowing and projects moving.

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Bill 20 also amends the Builders Lien Act by eliminating certain liens, shortening holdback periods from 55 to 46 days, and affirming demolition and removal work as lienable improvements. While the legislation will not apply retroactively, it represents a significant shift for B.C.’s construction and development industry.

BC moves to bring their Serious Injury or Illness Leave in line with most other Canadian provinces with the introduction of Bill 30. Introduced on October 20, 2025, Bill 30 would amend the Employment Standards act (ESA) to increase the length of unpaid Serious Illness or Injury Leave to 27 weeks in a 52-week period. This pushes the province ahead of Alberta and Quebec, who provide 16 and 26 weeks, respectively, for such leave.

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The new Serious Illness or Injury Leave introduced by Bill 30 is in addition to employer’s obligations under the BC Human Rights Code and expressly includes job protections, where employees must be reinstated to their pre-leave positions (or comparable) once they return to work.

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The new entitlements, available to employees covered by the ESA, can be used across multiple periods of at least one weeks, allowing employees who are managing episodic diseases or are undergoing recurrent treatments (e.g., dialysis).

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There is no minimum length of service for employees to be entitled to this leave, but they will need to provide medical documentation confirming their inability to work due to medical reasons and specifying the dates when leave is required.

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Employers should monitor any developments regarding Bill 30, as workplace policies will need to be reviewed and updated the bill were to come into effect.

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You can track the status of Bill 30 here.

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Employers in British Columbia need to update their sick leave policies to remove the requirement for medical notes for short-term medical leave, following the new changes to the Employment Standards Act and Regulations introduced by Bill 11. Starting November 12, 2025, employers cannot ask for medical documentation for short-term health-related leave. Bill 11, introduced by the Ministry of Labour on April 15th, prevents employers from requesting doctor's notes for short-term health-related leave under these conditions:

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1. The absence is equal to or fewer than 5 consecutive days, and
2. The employee has not already taken more than one other short-term health-related leave of five or fewer consecutive days

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This applies to two qualifying absences per calendar year, with no carryover of unused leave. After a third short-term medical leave in the same year, employers can ask for medical documentation to confirm the leave is medically necessary, although a doctor's note isn't always required.

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Prior to the introduction of Bill 11, employers could request “reasonably sufficient proof” of injury or illness from employees, most commonly in the form of a medical note. This approach grew criticism from health professionals and policy makers as placing an unnecessary burden on employees and the health care system, especially for minor illnesses expected to resolve quickly.

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Employers may still request medical documentation to determine appropriate accommodations or to assess an employee’s fitness to return to work. It’s important to note that the new regulations apply only in the situations described above and do not apply to other statutory leaves—maternity, parental, critical illness or compassionate care leave.

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In the fast-paced world of business, contracts are the backbone of commercial relationships. They define rights, obligations, and remedies, and serve as the primary tool for risk allocation. Contracts are also a key driver of business value. Failure to appropriately document business relationships in well drafted contracts creates uncertainty as to a business’ rights and obligations vis-a-vis third parties; valuators are likely to take a cautious approach in light of such uncertainty and will likely undervalue a business in these circumstances. Yet, despite their importance, many businesses underestimate the complexity of contract drafting and negotiation. Engaging legal counsel is not merely a formality—it is a critical safeguard against costly disputes, unintended liabilities, operational disruptions, and value suppression. This article explores the key risks associated with poorly drafted contracts and highlights why legal advice is indispensable throughout the negotiation and drafting process.

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1. Risk of Unintended Verbal Contract Formation

During negotiations, parties may exchange emails, draft term sheets, or engage in verbal discussions. Without clear documentation that negotiations are “subject to definitive agreement” or otherwise intended to be non-binding, courts may find that a binding contract was formed prematurely.

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Lawyers help manage this risk by drafting non-binding letters of intent, including disclaimers, and ensuring that all communications reflect the parties’ intent to be bound only upon execution of a final written agreement.

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2. Risk of Inadequate Party Identification

Misidentifying parties—such as using trade names instead of legal entities—can render a contract unenforceable or create confusion over who is bound. This is especially critical when dealing with corporations, partnerships, joint ventures, or trusts, where authority to bind the entity may vary.

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Legal counsel ensures that parties are properly named, their legal status is clear, and signatories have appropriate authority. They can also advise on the production and execution of ancillary documentation that can be used as evidence of a party’s intent to be bound by a contract, such as corporate, partnership, or trust resolutions, as may be applicable.

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3. Importance of Termination Provisions and Procedures

Termination clauses define how and when a contract can be ended, whether for cause (e.g., breach, insolvency, the occurrence of some event or condition) or for convenience. Poorly drafted termination rights can leave a party trapped in an unfavorable agreement or exposed to abrupt termination without recourse.

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Lawyers structure termination clauses to reflect the parties’ commercial realities, including notice periods, termination fees, post-termination obligations (e.g., return of confidential information, wind-down or sunset periods where immediate termination is impractical, etc.), and survival of key provisions like indemnity, limits of liability, and confidentiality.

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4. Risk of Overbroad Indemnification Provisions

Indemnification clauses allocate risk by requiring one party to compensate the other for losses arising from specific events, such as breach, negligence, or third-party claims. However, when drafted too broadly—using language like “in any way arising out of” or “directly or indirectly related to”—these provisions can expose a party to liability for actions beyond its control, including those of the other party or third parties.

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Legal counsel ensures that indemnity obligations are appropriately scoped, limited to the indemnifying party’s own conduct, and exclude categories such as taxes or unrelated litigation. Lawyers also help define procedural safeguards, such as notice requirements and control over defense and settlement, which are vital to managing indemnity risk.

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5. Risk of Inadequate or Inappropriate Limitations on Liability

Limitation of liability clauses cap the financial exposure of parties in the event of a breach or claim. Without careful drafting, these clauses may fail to expressly exclude or include consequential, incidental, or punitive damages, as would be appropriate for the circumstances, or may be rendered unenforceable due to ambiguity or inconsistency with other contract terms.

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Legal professionals tailor these clauses to the transaction, ensuring clarity, enforceability, and alignment with indemnity provisions. They also carve out exceptions for fraud, willful misconduct, or breaches of confidentiality, where unlimited liability may be appropriate.

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6. Risks of Failing to Document Intellectual Property Ownership

In transactions involving Intellectual Property—such as software development, branding, or creative services—failure to document ownership can result in disputes over rights, royalties, or infringement claims. Under Canadian law, for example, copyright created by an employee may belong to the employer, but contractors generally retain ownership unless they are specifically assigned.

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Lawyers draft ownership and licensing clauses that clearly delineate rights, address pre-existing materials, and include necessary assignments and waivers.

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7. Risk of Representations and Warranties Becoming Unintentionally Binding

In the absence of an “entire agreement” clause, pre-contractual statements—such as sales pitches, marketing documents, verbal assurances, or informal promises, which are not specifically included in the contract—may be deemed part of the contract. This can lead to disputes over alleged misrepresentations or attempted reliance on and enforcement of terms that were not intended to be legally binding.

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Properly drafted entire agreement clauses prevent this by stating that the written contract supersedes all prior communications. Legal counsel ensures this clause is robust and includes a “no modification” provision, requiring written amendments signed by both parties.

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8. Missing or Vague Boilerplate Provisions

Often overlooked, “boilerplate” or “general” provisions—such as notice requirements, assignment rights and restrictions, governing law and forum, and dispute resolution—play a crucial role in contract enforcement. Their absence or ambiguity can lead to confusion as to the practical application of the contract or to forum shopping (the practice of enforcing a contract in a jurisdiction with laws favourable to the complainant), or result in obligations becoming unexpectedly unenforceable.

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For example, failing to specify acceptable notice methods (e.g., excluding email due to reliability concerns, or contemplating the outcome if mail is sent during a strike or other labour shortage) can lead to questions as to whether critical communications were delivered properly, which could be the determining factor in whether a party is permitted to exercise a contractual right or is barred from doing so. Similarly, omitting a governing law clause may result in unpredictable legal outcomes where the laws of different jurisdictions treat a particular matter differently, and failing to confirm the parties’ rights and obligations with respect to assignment of their interest in the contract can result in unintended restriction on assignment or unwanted assignment of contractual rights to third parties. Legal counsel ensures these provisions are comprehensive, consistent, and tailored to the parties’ needs.

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9. Additional Considerations

The above is not a comprehensive list of issues that should be addressed by a professional when contracts are being drafted or negotiated. The circumstances specific to each commercial matter will give rise to practical and legal considerations unique to the subject transaction. A commercial lawyer can identify such considerations and provide guidance to ensure the contract is appropriately tailored so that key issues are addressed in a coherent, unambiguous, and legally binding manner.

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Conclusion

Contracts are not just legal documents—they are strategic tools that shape business relationships, allocate risk, and preserve value. The risks of proceeding without legal advice are significant: enforcement of unintended legal obligations, exposure to unforeseen liabilities, unenforceable terms, and costly litigation. By involving legal counsel early in the negotiation and drafting process, businesses can ensure that their contracts are clear, enforceable, and aligned with their commercial objectives.

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In short, legal advice is not a luxury—it is a necessity.

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The above article is meant for informational purposes only; it is not legal advice and should not be relied on as such. Readers should seek legal advice specific to their circumstances prior to executing a business contract or agreement.

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BC is moving toward greater transparency about who owns companies. Each private company in BC is required to maintain a transparency register which identifies people who have significant control over a company, which is kept internally and available for viewing by government officials.

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Starting in late 2025, private companies in B.C. will be required to file their transparency register information directly with the Business Registry, not just keep it internally. This is intended to prevent hidden ownership and increase public accountability. Under the new rules, some of this information will become public, including individuals’ full legal names, year of birth, and countries of citizenship. Companies will need to update changes within 15 days, instead of the current 30-day window.

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These rules will apply to all private companies in B.C. and will require disclosure of anyone who owns or controls 25% or more of shares or voting rights, or has the power to appoint or remove directors.

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Non-compliance comes with serious consequences. Fines may reach $50,000 for individuals and $100,000 for companies if false or misleading information is filed, plus additional penalties for failing to file at all.

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Now is the time for businesses to review ownership structures, update records, and get organized before filing becomes mandatory.

Big changes are coming for B.C.’s mortgage industry.

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The new Mortgage Services Act (MSA) officially takes effect October 13, 2026, with several provisions already in force. This major overhaul replaces the decades-old Mortgage Brokers Act, bringing tougher licensing rules, stronger oversight, and higher penalties, all of which are aimed at modernizing the sector and addressing professional recommendations on money laundering.

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The BC Financial Services Authority (BCFSA) will now have expanded powers to set rules, enforce compliance, and investigate misconduct through a new Superintendent of Mortgage Services. The MSA introduces four new licence classes (brokerage, principal broker, broker, and lender), expands what qualifies as “mortgage services,” and sets much higher standards for education, suitability, and recordkeeping.

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Private lenders will require their own licenses, and mortgage brokers will be able to incorporate their own Professional Mortgage Corporations for tax planning purposes, similar to what realtors are already able to do.

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Penalties have also skyrocketed - up to $500,000 for disciplinary actions and $2.5 million for offences.

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With a 15-month transition period already underway, every mortgage professional in B.C. needs to prepare for the shift to this new regulatory regime.

Remote working arrangements have been around long before the COVID-19 pandemic, albeit uncommon, but employers were generally careful in approving these arrangements for its employees. When the pandemic suddenly shut the world down in 2020, businesses were understandably overwhelmed with adapting to new challenges, and many did not implement clear policies on remote work. As time went on, some employees viewed remote work as a right while their employers believed they retained the right to recall at any time.  What happens when there’s disagreement?

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In Byrd v. Welcome Home Children’s Residence Inc. (“Byrd”), the employee, Ms. Byrd, moved to Europe during the COVID-19 pandemic due to her husband, a member of the Canadian Armed Forces, given a posting there. Ms. Byrd’s employer, which operated a care home in Ontario, initially permitted a remote-working arrangement from Europe but later changed its mind and mandated a return to the office. Ms. Byrd refused, and her employer provided her with an ultimatum: return to the office or resign. The Ontario court found that the employer’s conduct was a constructive dismissal of Ms. Byrd’s employment and awarded her 6.5 months’ pay in lieu of notice of termination.

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The Byrd decision had a unique set of circumstances and does not mean that employers cannot recall its remote-working employees to the office. At the trial, neither party could produce any documentation regarding the terms of the remote-working arrangement and both parties ostensibly had a different understanding of what was agreed to. Ms. Byrd believed she was permitted to work remotely for the entire duration of her husband’s posting. The employer believed it had retained a right to recall Ms. Byrd to the office at any time.  

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Finding in Ms. Byrd’s favour, the court considered that there was no credible evidence that the employer ever communicated a right to recall until approximately 20 months after Ms. Byrd relocated to Europe. In these circumstances, the court found that remote work from Europe had become a fundamental term of Ms. Byrd’s employment and her employer’s attempt to recall her to the office was a breach of that term.

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The Byrd decision can be contrasted with the pre-pandemic decision of Staley v Squirrel Systems of Canada Ltd (“Staley”). In Staley, a Burnaby-based employer permitted its employee, Mr. Staley, to work remotely from Montreal but promptly communicated to him, in writing, that the arrangement was only approved on a temporary basis. Within three months of his Mr. Staley’s relocation, the employer presented him with a written employment contract explicitly providing that he could be recalled to the office at any time. Mr. Staley rejected the written contract and was subsequently recalled to work at the Burnaby office. When Mr. Staley refused to return, the employer terminated his employment for just cause.

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Considering the documentary evidence available, the trial judge ultimately concluded that Mr. Staley’s refusal to return was just cause for termination. This finding was upheld by the BC Court of Appeal.

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The contrasting decisions in Byrd and Staley are a good reminder for employers of the importance of having clear workplace policies and reducing verbal agreements to writing. Had the employer in the Byrd case done this and set clear expectations, the employee may not have filed a lawsuit at all, or at the very least, the litigation would have had a much different outcome.

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Every two years, those interested in workplace health and safety attend the Canadian Center for Occupational Health and Safety Forum.  The 2025 Forum, like those before it, provided attendees with an opportunity to learn and share knowledge and experience around current and emerging health and safety issues.

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Attendees in 2025 listened to a variety of thought leaders and subject experts from government, labour and workplaces, including:

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• Dr. Aviroop (Avi) Biswas: Scientist at the Institute for Work and Health on a recent study on the daily movement patterns of Canadian workers and which of these are associated with optimal heart health.
• Dr. Sarah Henderson: Scientific Director of Environmental Health Services at the BC Centre for Disease Control on climate change and considerations and implications for occupational health.
• Xabier Irastorza: Senior Research Project Manager at the European Agency for Safety and Health at Work on insights from the latest European Survey of Enterprises on New and Emerging Risks (ESENER).
• Travis Woodworth: Health and Safety Planner at Glooscap Health and Safety on Indigenous perspectives on health and safety for workplaces and communities.

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The highlight was the end of forum presentation by Susan Aglukark, O.C., LL.B, award-winning Inuk singer-songwriter.  Her moving speech told the stories of her people, the Inuit of Arctic Canada, and themes of hope, spirit and encouragement accompanied by musical arrangements blended with the Inuktitut and English languages.

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A common theme amongst speakers was looking back to learn and go forward. Key takeaways were:

-Mindset is everything so hire with mindset as a skill set.  Work equals about 10,000 days of an individual’s life so the focus needs to be on the needs of the people in our workplaces. Mindset for workplaces need to include:

• Leadership, which in 21st century includes the ability to course correct when something new does not produce the expected results.
• Teamwork and collaborative work.
• Resilience and underscoring that asking for help at inflection points gets the organization through the hard parts of change.

-Employers should strive to optimize employee performance even when stress and mental health issues exist.  Stress and mental health includes a range of circumstances from a divorce to a family member being ill or a recent death in the family, to recent mental health diagnoses like ADHD or General Anxiety Disorder. Tools exist to facilitate employer – employee conversations to support staying at work or returning to work.

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-Cultural safety in the workplace is possible and its presence builds retention, confidence and long-term workplace success.  An Indigenous informed workforce means:

• Progress over perfection.
• Relationships over rules.
• Front line – first always.

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Family caregiving impacts talent recruitment so development of policies and practices to support flexible workplaces will support your workplace in the long-run.  New tools to help worker-carers are available.

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The world’s changing environment is impacting our workplaces so climate/the environment should be included in risk assessments.  Tools like the Extreme Heat Preparedness Guide should be considered when assessing the health and safety of activities at your workplace.

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If you would like to learn more how to create a health and safety conscious workplace, and more about the 2025 CHOHS Forum, please contact Fiona H. McFarlane.  Fiona works with employers to create policies that ensure compliance with human rights and health and safety legislation, while keeping up to date on the latest trends in health and safety.

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