Check out the series of webinars KSW Lawyers' Employment and Labour Lawyer Darren Sall hosted in conjunction with BrightHR!

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Summer Absences Simplified: HR Tips for Business Owners

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Contractors vs Employees: Smart Hiring Decisions for Growing Businesses

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Essential Documentation to Protect Your Business During Terminations

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Terminations Without Risk: What Canadian Business Owners Need to Know

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When workplace conversations cross the line: Preventing workplace harassment

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When workplace conversations cross the line: Preventing workplace harassment

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Disciplinary pitfalls every employer must avoid

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Good news for first-time buyers: the GST Rebate on new and substantially-renovated homes is now in force.

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Originally announced last spring, the legislation received Royal Assent and came into force last week. It eliminates GST on new and substantially-renovated homes priced up to $1 million and provides a reduced GST amount for homes between $1 million and $1.5 million. Eligible individuals could get a GST rebate of up to $50,000.00 on their new home purchase. The Canada Revenue Agency can now begin processing rebate claims.

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The rebate generally applies to contracts entered into on or after March 20, 2025 and before 2031. If you are a first-time buyer and purchased a new or substantially renovated home under $1.5 million since March 20, 2025, now is the time to ensure you apply. There is a time limit to apply for the rebate; usually it is within 2 years of taking ownership or finishing construction.

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As a builder, you can let any first-time home buyers know that they may be eligible for the GST rebate if they entered an agreement to purchase a home from you on or after March 20, 2025.  You can credit the buyer for the rebate at closing for eligible buyers and submit the jointly-completed rebate application form to CRA. As you could not credit the rebate to Buyers until the new bill received Royal Assent, eligible first-time home buyers who purchased a unit before the new law came into force can apply directly to the CRA to receive the GST rebate.

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Realtors and mortgage brokers should check in with any of their clients who may qualify as well.

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Acquiring a business is a complex undertaking that can unlock significant value, but only if approached with care, diligence, and professional guidance. Buyers often face a range of legal, financial, and operational risks that, if not properly managed, can lead to costly consequences. Below are six common pitfalls to avoid, drawn from best practices in mergers and acquisitions (M&A) and the due diligence process.

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Failing to Conduct Appropriate Due Diligence

Due diligence is the buyer’s primary tool for uncovering risks and validating the value of the target business. It involves a comprehensive review of legal, financial, tax, operational, and commercial matters. The purpose is to identify liabilities, assess asset quality, and understand the target’s contractual obligations, regulatory compliance, and market position.

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A well-structured due diligence process allows the buyer to:

• Make an informed decision about proceeding with the transaction.
• Properly value the business.
• Negotiate indemnities and warranties to allocate risk.
• Structure the transaction appropriately.
• Plan for post-closing integration.

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Due diligence should begin at the outset of the negotiations, as soon as confidentiality agreements are in place. It typically runs concurrently with the negotiation of the letter of intent and the purchase agreement. Buyers usually engage a team of advisors, including lawyers, accountants, and industry specialists, to ensure all relevant areas are covered. Skipping or rushing this process can result in the acquisition of hidden liabilities, such as tax arrears or undisclosed litigation, the acquisition of assets encumbered by liens or security rights of the seller’s lenders or other third parties, exposure to unknown regulatory liabilities, payment for assets that cannot be validly transferred due to transfer restrictions, or the assumption of unknown contractual obligations, all of which can undermine the value of the deal for the buyer.

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Submitting to Arbitrary Deadlines Imposed by the Seller

Sellers may impose tight deadlines to create urgency or competitive pressure. While some time constraints may be legitimate (such as deadlines necessitated by tax planning) buyers should resist deadlines that compromise the quality of their review.

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Time pressure can lead to superficial due diligence, missed red flags, and inadequate negotiation of key terms, all of which can lead to oversights that ultimately diminish the value the buyer expected to receive from the transaction. Buyers should insist on a realistic timeline that allows for proper investigation and preparation of appropriate closing documentation.

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A due diligence period of several weeks or months is commonplace in a business purchase and sale transaction, a seller unwilling to give a buyer adequate time to evaluate the target business is a seller that the buyer must be wary of trusting in other aspects of the transaction.

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Remember: the goal is not just to close the deal, but to close a good deal.

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Advancing Deposits Without a Binding Agreement in Place

It is not uncommon for sellers to request a deposit early in the process, especially in private transactions. However, advancing funds before a binding agreement is signed exposes the buyer to significant risk, and advancing funds directly to the seller prior to the completion of the is rarely good practice. If the deal falls apart, recovering funds that have been paid directly to a seller can be extreme difficult, even with a binding contractual in place.

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To mitigate the risk of loss:

• Only pay deposits into the trust account of one of the parties’ legal representatives and ensure it is held there until the transaction completes or is terminated.
• Use contractual arrangements setting out clear terms as to when the deposit is refundable to the buyer and when it is payable to the seller.
• Avoid informal arrangements or verbal assurances.

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Payment of a pre-closing deposit into a lawyers trust account is nearly always preferred and is a standard practice for business purchase and sales. Lawyers are subject to ethical obligations and conditions can be more easily imposed on their receipt of funds, which gives the parties certainty that a deposit will be appropriately dealt with. Similar to best practice #2 above, a seller that demands a pre-closing deposit be paid directly to them prior to closing, especially in the absence of a written contractual agreement, is a seller the buyer must be wary of in all aspects of the transaction.

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Failing to Have a Professionally Prepared Purchase Agreement

The purchase agreement is the definitive record of the parties’ rights and obligations. It governs the structure of the transaction, the representations and warranties, indemnification provisions, closing conditions, and post-closing obligations.

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Common issues that arise from poorly drafted agreements include:

• Ambiguities in the scope of assets or liabilities being transferred.
• Inadequate protection against breaches or undisclosed risks.
• Missing or unenforceable indemnity provisions or limits on liability.
• Failure to address the legal rights of third parties affected by the transaction.
• Lack of termination rights where the transaction in substantively altered by matters outside the parties’ control.

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Buyers should ensure the agreement is prepared or reviewed by experienced legal counsel. The agreement should reflect the findings of due diligence and include appropriate protections, such as:

• Survival periods for representations and warranties.
• Indemnity caps.
• Escrow or holdback arrangements.

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Templates and boilerplate agreements are rarely sufficient. Each transaction is unique and requires tailored drafting.

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For information on the risks of signing contracts that have not been professionally drafted and negotiated, see our article on Why Legal Advice is Essential in Business Contract Drafting and Negotiation here.

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Failing to Promptly Complete Post-Closing Obligations

Closing the deal is not the end of the transaction, it’s the beginning of a new phase. Many obligations arise post-closing, including:

• Delivering final documents and consents.
• Transferring licenses, permits, and registrations.
• Notifying customers, suppliers, and employees.
• Completing purchase price adjustments or earn-out calculations.
• Fulfilling indemnity obligations.

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Delays or failures in completing these tasks can result in breaches, penalties, or operational disruptions. Buyers should maintain a closing agenda and post-closing checklist to ensure all items are tracked and completed on time, and should insist on prompt completion of the seller’s post-closing obligations as well.

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Failing to Promptly Investigate Potential Breaches of the Purchase Agreement

After closing, buyers may discover issues that were not disclosed or were misrepresented. These could include:

• Undisclosed liabilities.
• Breaches of representations or warranties.
• Inaccurate financial statements.
• Non-compliance with laws or regulations.

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Most purchase agreements include survival periods and notice requirements for indemnity or breach of contract claims. Buyers must act quickly to preserve their rights. Delayed investigation or failure to provide timely notice can limit or entirely bar recovery of losses arising from breaches of contract.

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Best practices include:

• Monitoring the business closely during the survival period of the representations, warranties, and indemnities.
• Maintaining records of communications and findings.
• Consulting legal counsel immediately upon discovering potential breaches.
• Using holdbacks of a portion of the purchase price to secure recovery for claims.

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Buyers should also be aware of sandbagging provisions—clauses that determine whether a buyer can bring a claim for a known breach. These provisions vary in scope and application and should be carefully negotiated.

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Conclusion

Acquiring a business is a high-stakes endeavor that requires careful planning, professional advice, and disciplined execution. By avoiding these common pitfalls—especially those related to due diligence, documentation, and post-closing obligations—buyers can protect their investment and set the stage for long-term success.

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Whether you're acquiring a small private company or a complex enterprise, the principles remain the same: investigate thoroughly, negotiate wisely, and document everything. A well-advised buyer is a well-protected buyer.

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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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The BC government has paused its overhaul of the Heritage Conservation Act (discussed in our previous article from January 27, 2026) following significant backlash from municipalities, business groups, and property owners. The government said that it needs more time for engagement and will not introduce amendments in spring 2026.

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This marks a dramatic shift from the government’s previous position, when proposed changes, which were largely developed through negotiations with First Nations and subject to non-disclosure agreements, appeared to be enroute to fast-track approval. Since then, 2 significant court rulings and growing public concern have heightened scrutiny, particularly around private property rights and uncertainty regarding the legal rights of First Nations groups.

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While the stated goal was to modernize the legislation and streamline permitting, critics feared expanded protections, including proposed recognition of “intangible” cultural heritage, would increase red tape, costs, and delays. Property owners have raised concerns about significant financial harm if archaeological discoveries are made on private land.

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Following strong pushback, the province conducted further consultations and received nearly 2,000 submissions. Some revisions have already been made, and no new timeline has been set. The government says reform is necessary, but acknowledges it must rebuild public trust.

Interest Rates on Deferred Property Taxes

For B.C. seniors who defer their property taxes, The BC Budget 2026 announced a significant change to the Property Tax Deferment Program.

Rather than offering below market (and subsidized interest) on deferred property taxes, homeowners who defer property taxes in 2026 and later years will be charged interest at the rate of prime plus 2%. Interest will be compounded monthly, meaning that it will be calculated on the deferred tax loan balance and accumulated interest added each month. This means it will be at least 4% more expensive.

For property taxes deferred in 2025 and earlier years, interest rates will continue be charge at prime minus 2% and set on April 1 and October 1 each year. The interest charged will be simple interest, not compounded. BC homeowners who deferred property taxes in these years will not be affected by the proposed changes.

As a result, Homeowners who could afford their property taxes but were taking advantage of low interest rates may prefer to pay their 2026 property taxes on time and opt out of any automatic renewal of their property tax deferment account. For more information visit: Interest and fees for property tax deferment - Province of British Columbia

Going forward, the terms of the property tax deferment program have fundamentally changed to resemble a reverse mortgage, and may be more expensive than some loans offered by banks. The cumulative effect of compounding interest will eat into home equity at a much faster rate.

To prepare for these changes with prudence and without sacrificing quality of life, contact your tax and estate planning lawyer to review your estate plan.

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The federal budget was released in November, and it contains several elements that could significantly impact your business and financial planning. Read below for 3 important aspects of the new budget.

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1. No increase in the capital gains inclusion rate

The 2025 federal budget was released in November 2025. Since 2000, the capital gains inclusion rate has remained at 50%. In simple terms, if you realize a $100 capital gain, $50 is included in taxable income.

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In the 2024 federal budget, the government proposed increasing the capital gains inclusion rate from 50% to two-thirds (2/3), with a $250,000 annual exemption for individuals. Under that proposal:

• Up to $250,000 of capital gains realized by an individual in a year would continue to be taxed at a 50% inclusion rate.
• Any capital gains above $250,000 would be subject to a 2/3 inclusion rate.
• The $250,000 exemption would apply only to individuals.
• Corporations and trusts would be subject to a 2/3 inclusion rate on all capital gains, with no exemption.

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This proposal was ultimately cancelled on March 21, 2025. However, there has been ongoing concern that the federal government might reintroduce the increase.

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The good news is that the 2025 federal budget did not revisit or reintroduce any increase to the capital gains inclusion rate.

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2. Elimination of the underused housing tax

The Underused Housing Tax (UHT) has been in effect since 2022. In general, if a residential property is owned by a non-resident, the owner is required to file a UHT return each year and may be required to pay UHT if the property was vacant or does not qualify for an exemption.

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The UHT legislation has gone through one major change:

• For 2022, many private corporations, trusts, and partnerships were required to file a UHT return even if no tax was payable. Many owners were unaware of this requirement, and the late-filing penalties were significant.
• For 2023 and later years, the filing obligation was narrowed so that, in general, only owners with non-resident involvement were required to file.

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The 2025 federal budget proposes to eliminate the UHT starting with the 2025 taxation year. This means:

• No UHT will be payable for 2025 and later years, and
• No UHT returns will be required for those years.

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Taxpayers who may have outstanding UHT filing or penalty issues are encouraged to seek professional tax advice.

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3. CRA automatic tax filing for certain taxpayers what certain individuals

The 2025 federal budget also proposes a new automatic tax filing regime, starting in 2026, to help certain individuals access benefits that are only available after a tax return is filed.

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Under this proposal, the CRA may automatically file a tax return for an individual if certain conditions are met, including:

1. The individual’s taxable income is below the federal basic personal amount, plus the age amount and disability amount, where applicable.
2. The CRA has information for all of the individual’s income for the year. For example, individuals with self-employment income are unlikely to qualify, as the CRA would not have complete income information.
3. The individual has not filed a tax return in at least one of the preceding three taxation years and has not filed within 90 days after the filing deadline.

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The CRA may introduce additional criteria. Before filing a return on an individual’s behalf, the CRA will notify the individual. If the individual does not respond or object, the CRA may proceed to file the return automatically.

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Individuals should continue to file their tax returns on a timely basis. CRA’s automatic tax filing is intended as a safety net to help vulnerable or disengaged individuals access benefits and should be viewed as a last resort, not a substitute for proper tax compliance.

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You can check out my interview on Omni News Mandarin where I discuss these important changes at length.

Most separated parents are familiar with child support and the monthly table amounts paid from one parent to the other. But what about those additional, often unavoidable costs that come up for your child?

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You may find yourself paying more than just the basics. Perhaps your child needs braces, participates in recreational soccer or benefits from play therapy. Maybe you are sharing parenting time on a weekly basis but need childcare while you work.

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A common question that arises is whether the other parent is required to contribute to these expenses even if they do not agree with them.

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The answer is: possibly.

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Under the Federal Child Support Guidelines SOR/97-175 (the “Guidelines”), certain expenses may qualify as “section 7 special or extraordinary expenses.” Upon application by either parent, the court may order contribution toward all or part of these costs.

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What qualifies as a Section 7 expense?

S. 7 of the Guidelines list the following categories:

• (a) child care expenses incurred as a result of the employment, illness, disability or education or training for employment of the spouse who has the majority of parenting time;
  
• (b) that portion of the medical and dental insurance premiums attributable to the child;
• (c) health-related expenses that exceed insurance reimbursement by at least $100 annually, including:
  
  • orthodontic treatment,
  • professional counselling provided by a psychologist, social worker, psychiatrist or any other person,
  • physiotherapy, occupational therapy, speech therapy, and
  • prescription drugs, hearing aids, glasses and contact lenses;
• (d) extraordinary expenses for primary or secondary school education or for any other educational programs that meet the child’s particular needs;
• (e) expenses for post-secondary education; and
• (f) extraordinary expenses for extracurricular activities.

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How are Section 7 expenses shared?

When an expense qualifies, it is generally shared proportionately to the parent’s incomes.

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For example:

• If both parents earn roughly the same income, let’s say around $80,000 per year, the expense is typically shared 50/50.
• If one parent earns substantially more than the other, then their share of the expense will be more than the other parent. For example, if one parent earns $100,000 and the other earns $25,000, the higher-oncome parent may be responsible for approximately 75% of the expense with the other parent contributing 25%.

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A word of caution about unilateral expenses

Before you set off on incurring substantial expenses without consultation of the other parent, it is important to maintain communication and provide ample detail surrounding upcoming expenses. While the Guidelines do not require the parents’ agreement in order for an expense to qualify as a s.7 expense, the Court is reluctant to order contribution where one parent incurs significant costs without consulting the other parent and seeking their agreement where possible, particularly if reimbursement is sought long after the expense was incurred. This type of behaviour is viewed to be generally unreasonable. See: Younger v Younger, 2017 BCSC 363 .

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What about fun extracurricular activities?

This is a topic that often causes confusion and frustration amongst separated parents. Sports, music lessons, dance classes and similar activities are common life activities, but the Guidelines stipulate that only the extraordinary expenses related to these activities can qualify under section 7.

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The British Columbia Court of Appeal, in the decision Bodine-Shah v. Shah, 2014 BCCA 191 helpfully set out some guidance on assessing extraordinary expenses. Whether an extracurricular expense is “extraordinary” depends on factors such as:

• The combined incomes of the parents,
• Whether the expense is reasonable and necessary, taking into account necessity relative to the child’s special interests and reasonableness relative to the means of the spouses, the child, and the spending pattern prior to separation.
• In determining means, the overall financial means of the parents, including assets, debts and support obligations, and
• any other relevant factor including a lack of consultation of the other parent.

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In short, many common costs are not usually considered extraordinary. These include expenses such as entertainment, pets, vacations, school fees and supplies, allowances, meals outside the home, personal grooming, clothing, a computer and other technologies, and activities of an average child in relation to recreational activities such as dance lessons, community sports, and ski trips are not in the usual course extraordinary. See: Clarke v. Clarke, 2014 BCSC 824 .

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Final thoughts

As you may see, Section 7 expenses are rarely black and white. What qualifies depends on various factors, including your family’s specific circumstances, your child’s needs and how and when the expenses are raised. Timing, documentation and communication between parents all play a significant role. Because these issues can quickly become contentious and convoluted, it is often best to consult with a family lawyer early to understand your rights, obligations and options. Thoughtful planning and proper advice can make a meaningful difference in how these matters are resolved and our office would be happy to assist you in navigating this matter.

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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.