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Quinn Rozwadowski

Articling Student at Bennett Jones in Toronto

Articling Student

Jane C. Helmstadter

Real Estate Lawyer at Bennett Jones Toronto

Partner

Even carefully drafted lease covenants requiring tenants to repair and restore premises may not be enforced literally under Canadian common law. Courts consider reasonableness, commercial context, and ordinary wear and tear when assessing tenant obligations. This blog explores how landlords and tenants can navigate these limits and manage end-of-lease expectations.

Not Quite Absolute Obligations Reasonable Limits on Lease Covenants to Repair Restore

Not-Quite-Absolute Obligations: Reasonable Limits on Lease Covenants to Repair & Restore

Curtis A. Cusinato

Cross-border Mergers and Acquisitions and Capital Markets Lawyer at Bennett Jones Toronto

Vice Chair and Partner

Bronwynn Shaw

Corporate Commercial Lawyer at Bennett Jones Toronto

Kristopher R. Hanc

M&A and Capital Markets Lawyer at Bennett Jones Toronto

After a year marked by headline-making large-cap transactions, Canada&rsquo;s M&amp;A market enters 2026 with measured confidence. This update analyzes the data behind recent deal activity, explores the evolving role of infrastructure, private capital and credit markets and highlights the risks and opportunities shaping the year ahead.

Canadas Q4 2025 M and A Landscape

Measured Confidence in Canada's M&A Landscape in 2026

Canada's Q4 2025 M&A Landscape

John Lawless

Corporate & Securities Lawyer | Private Equity

James D. Beeby

Corporate Finance, M&A, Private Equity and Venture Capital Lawyer

<p>The Supreme Court of Canada has released its much-anticipated decision in Lundin Mining Corp. v. Markowich, 2025 SCC 39, clarifying the definition of a "material change" under securities law and providing guidance on when a public company must disclose information to the market. The decision will have broad implications for public companies, their directors, officers, shareholders and other market participants.</p>

Supreme Court of Canada Clarifies Scope of Securities Disclosure Obligations for Material Changes

Shifting Grounds: Supreme Court of Canada Clarifies Scope of Securities Disclosure Obligations for "Material Changes"

The Ontario Court of Appeal&rsquo;s decision in 100 Bloor Street West Corporation v. Barry&rsquo;s Bootcamp Canada Inc. underscores the risks of vague realty tax provisions in commercial leases. The case highlights how inconsistent or ambiguous calculation methods can expose both landlords and tenants to costly litigation. Clear, consistent, and fair drafting of tax allocation clauses is essential to avoid disputes and ensure predictable outcomes.

One Method Many Taxes Lease Interpretation and Realty Tax

One Method, Many Taxes: Lease Interpretation and Realty Tax Allocation in 100 Bloor Street West v. Barry’s Bootcamp

Ashley M. White

Corporate & Commercial Transactions Lawyer | Power & Energy

Jason D. Roth

Construction & Infrastructure Lawyer | EPC & Project Development

Larissa D. Lees

Regulatory Lawyer at Bennett Jones Calgary

Associate

Canada and Alberta have finalized a Co-operation Agreement to streamline impact assessments and reduce duplication between federal and provincial processes. The framework advances a &ldquo;one project, one review&rdquo; approach aimed at improving efficiency, coordination and regulatory certainty for major projects.

Alberta and Canada Sign Co-operation Agreement to Reduce Assessment Duplication

Samantha Lush

Corporate Commercial Lawyer at Bennett Jones Calgary

Alixe A.L. Cameron

Commercial Real Estate Lawyer

Kateryna Korneliuk

Articling Student at Bennett Jones in Calgary

Articling Student  

Mortgage agreements in Alberta commonly include waivers of Sections 49 and 52 of the Expropriation Act, which can significantly alter how compensation is allocated when land is expropriated. These clauses may shift financial risk from lenders to borrowers and affect entitlement to market value-based compensation and disturbance payments. This blog examines the legal enforceability of such waivers and highlights the importance of clear drafting and independent legal advice.

Drafting Cautiously Waiving Statutory Protections

Sections 49 and 52 of Alberta's Expropriation Act in Mortgage Agreements

Drafting Cautiously: Waiving Statutory Protections 

Sophie Virji

Tax Lawyer at Bennett Jones Calgary

Anna Lekach

The Tax Court of Canada&rsquo;s decision in ExxonMobil Canada Resources Company v. The King highlights the risks of imprecise language in internal corporate communications during CRA audits. The case demonstrates how seemingly innocuous statements can be misconstrued and relied upon to support reassessment positions. It underscores the importance of careful, deliberate drafting to mitigate audit risk and avoid unintended interpretations.

The Issue with Misconstrued Internal Statements

Learnings from ExxonMobil Canada Resources Company v. The King

Jacob Schroeter

Commercial Transactions Lawyer at Bennett Jones Toronto

This article examines the Ontario Court of Appeal&rsquo;s decision in McDonald&rsquo;s v. North Elgin, confirming that landlords cannot terminate long-term leases due to missing Planning Act consent where the approval process remains ongoing. It highlights the importance of &ldquo;saving clauses,&rdquo; cooperation obligations, and the retroactive curing effect of consent under the Planning Act. The decision reinforces that parties must honour their contractual commitments despite administrative delays.

Anchored Down Long Term Leases and the Limits on Landlord Exit Rights

Anchored Down:  Long-Term Leases and the Limits on Landlord Exit Rights

David J. Wahl, FCIArb

Construction Arbitration & Litigation Lawyer at Bennett Jones Calgary

Christopher Petrucci

Commercial Litigation Lawyer at Bennett Jones Calgary

Brian P. Reid

Construction & Energy Litigation Lawyer

The Alberta Court of King&rsquo;s Bench in Phoenix Treatment Systems Ltd v 1924613 Alberta Ltd confirmed that not all activities qualify as lienable work capable of extending lien deadlines under the Prompt Payment and Construction Lien Act. The decision reinforces that only work sufficiently connected to the construction process will extend the registration period. Parties should take care to accurately identify the last day of lienable work, as errors may invalidate an otherwise enforceable lien.

Clarke Enters into Agreement to Acquire Ravelin Properties

Authors


Bennett Jones Client Work Clarke Enters into Agreement to Acquire Ravelin Properties April 21, 2026 Authors Kristopher R. HancPartner Bronwynn ShawPartner Jennifer HuangAssociate Nadia PlawiukAssociate Anu NijhawanLead Director and Partner Philip B. WardPartner Spencer BrownAssociate Kate KimAssociate Zachary ThackerAssociate Zirjan (Zee) J. DerwaPartner Mark RasilePartner Michael S. ShakraPartner Jane C. HelmstadterPartner Clarke Inc. and Ravelin Properties REIT have entered into an acquisition agreement by way of a plan of arrangement under the Canada Business Corporations Act. Clarke has agreed to acquire all of the outstanding units of the REIT along with its outstanding convertible unsecured subordinate debentures. The transaction values Ravelin at $1.1 billion, including the assumption of debt, and the pro forma combined entity at approximately $1.7 billion. The transaction is expected to close in the second quarter of 2026. The acquisition will result in Clarke obtaining control of a diversified portfolio of commercial real estate assets across Canada, the United States and Europe. The transaction involved complex real estate-driven considerations relating to solvency, leverage and asset-level financing, and required coordination across REIT governance, property-level debt, stakeholder negotiations and court supervision, positioning it as a significant Canadian real estate acquisition and recapitalization. Bennett Jones acted as counsel for Clarke, with a team led by Kristopher R. Hanc (M&A), with Bronwynn Shaw, Jennifer Huang and Nadia Plawiuk (M&A), Anu Nijhawan, Philip B. Ward, Spencer Brown, Kate Kim and Zachary Thacker (Tax), Zirjan (Zee) Derwa (Competition/Anti-Trust), Mark Rasile (Financial Services), Michael S. Shakra (Restructuring & Insolvency) and Jane C. Helmstadter (Commercial Real Estate). Read the full announcement. Share by Email Social Media Download Download Subscribe Republishing Requests For permission to republish this or any other publication, contact Bryan Canning at canningb@bennettjones.com. For informational purposes only This publication provides an overview of legal trends and updates for informational purposes only. For personalized legal advice, please contact the authors. Authors Kristopher R. Hanc, Partner • Co-Head of Corporate Department; Co-Head of Capital Markets Practice Toronto • 416.777.7395 • hanck@bennettjones.com Bronwynn Shaw, Partner Toronto • 416.777.6253 • shawb@bennettjones.com Jennifer Huang, Associate Toronto • 416.777.7852 • huangj@bennettjones.com Nadia Plawiuk, Associate Toronto • 416.777.6531 • plawiukn@bennettjones.com Anu Nijhawan, Lead Director and Partner • Co-Head of Tax Department Calgary • 403.298.3389 • nijhawana@bennettjones.com Philip B. Ward, Partner Toronto • 416.777.7476 • wardp@bennettjones.com Spencer Brown, Associate Calgary • 403.298.3283 • brownsp@bennettjones.com Kate Kim, Associate Toronto • 416.777.7907 • kimk@bennettjones.com Zachary Thacker, Associate Calgary • 403.298.3105 • thackerz@bennettjones.com Zirjan (Zee) J. Derwa, Partner Toronto • 416.777.6442 • derwaz@bennettjones.com Mark Rasile, Partner Toronto • 416.777.5088 • rasilem@bennettjones.com Michael S. Shakra, Partner Toronto • 416.777.6236 • shakram@bennettjones.com Jane C. Helmstadter, Partner • Co-Head of Commercial Real Estate Practice Toronto • 416.777.7470 • helmstadterj@bennettjones.com