Robertson Stromberg LLP listed as one of Canada’s Best Law Firms of 2025 by the Globe and Mail

Robertson Stromberg LLP is proud to have once again been recognized as one of Canada’s Best Law Firms of 2025 by the Globe and Mail. The award list is based on over 10,000 recommendations collected from peers and clients. The final list recognizes only 200 firms in 31 different fields of law. The top law firms for each legal field were identified based on the number of recommendations they received from our survey participants.

Robertson Stromberg’s areas of distinction include Construction, Dispute Resolution (Litigation, Arbitration & Investigations), Restructuring & Insolvency.

To see the full listing of the Best Law Firms in Canada, click here.

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Kemi Adegoke Joins Robertson Stromberg as Associate

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Marinko Jelovic Presents at Canadian Bar Association (Sask) Mid-Winter Meeting

Join Marinko Jelovic at the CBA (Sask) Mid-Winter Meeting

Marinko Jelovic will be presenting at the Canadian Bar Association (Sask)’s Mid-Winter Meeting on January 25, 2024. As part of a panel entitled “Practice Management: How to Build and Maintain an Effective Corporate and Commercial Practice,” Marinko will be sharing his experience and insights on building a successful career in corporate and commercial law.

 

2024 Mid-Winter Meeting

Delta Regina | Regina, SK
 
To register, click here.

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Force Majeure Doctrine of Frustration – COVID-19

Introduction The novel coronavirus (COVID-19) continues to impact the lives of millions of Canadians and millions more around the world. Governments and communities worldwide have responded to this global health emergency by restricting travel and large public...

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Marinko Jelovic Joins Robertson Stromberg Partnership

Congratulations to Marinko Jelovic who became Robertson Stromberg's newest partner on January 1, 2019.  Marinko joined Robertson Stromberg as an articling student and, since his call to the bar in  2012, has been an important member of the corporate/commercial law...

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Robertson Stromberg LLP listed as one of Canada’s Best Law Firms of 2024 by the Globe and Mail

Robertson Stromberg LLP has been listed as one of Canada’s Best Law Firms of 2024 by the Globe and Mail. The award list is based on over 10,000 recommendations collected from peers and clients. The final list recognizes only 200 firms in 31 different fields of law. The top law firms for each legal field were identified based on the number of recommendations they received from our survey participants.

Almost 25,000 lawyers, as well as in-house lawyers and legal executives working in legal departments of a company across Canada, were actively invited to take part in the survey, and Statista recorded more than 10,000 recommendations for law firms in the different fields of law.

Robertson Stromberg’s areas of distinction include Construction, Dispute Resolution (Litigation, Arbitration & Investigations), Restructuring & Insolvency.

To see the full listing of the Best Law Firms in Canada, click here.

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Kemi Adegoke Joins Robertson Stromberg as Associate

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The Evolution of Contract Acceptance in the Digital Age

The recent Saskatchewan King’s Bench decision of South West Terminal Ltd. v Achter Land & Cattle Ltd., 2023 SKKB 116 has made national Canadian news, being the first of its kind regarding core contract interpretation principles – a thumbs-up emoji can signify acceptance of the terms of a contract and form a legally binding agreement.

In this case, the Plaintiff corporation, South West Terminal Limited, claimed it entered into a delivery purchase contract for flax with the Defendant, Achter Land & Cattle Limited. Achter never delivered up the flax and therefore South West claimed Achter breached the contract and then sued for damages.

The principal issue proposed by the Defendant is that there was no meeting of the minds respecting the foundation of the contract. A common principle in contract law is that a contract is only formed where there is an offer by one party that is accepted by the other with the intention of creating a legal relationship and supported by consideration.[1] “Consideration” is usually deemed as it sounds – the parties thought about, and understood, what the agreement meant.

A very common issue where there are allegations of a contract breach is that one party will state that terms within the contract are not what they agreed to. The legal test when a court decides whether an agreement did exist, is whether the parties have indicated to the outside world, in the form of the objective reasonable bystander, their intention to contract and the terms of such contract.[2] This means the judge will review the evidence, as would an objective third party, and consider not only the terms, but other related factors. Courts are not restricted to the contract itself but can consider surrounding circumstances.

In this case, the Plaintiff and Defendant had discussions about the purchase price of flax for a deferred delivery contract. The Plaintiff drew up a contract, signed it, then sent a photo of the contract to the Defendant and said: “Please confirm flax contract”. The Defendant texted back a thumbs up emoji.

The Defendant claimed the thumbs-up emoji signified receipt of the contract, but not necessarily that there was an agreement to the terms. Justice Keene stated that the Defendant’s understanding is not the legal test, but instead, we must consider what the ‘informed objective bystander would understand’.

Justice Keene considered the dictionary.com definition of a thumbs up emoji, meaning that it “is used to express assent, approval or encouragement in digital communications…”. The Defendant could not claim that the thumbs-up had instead meant that he had received the contract, when the Plaintiff had specifically asked “Please confirm flax contract”. Perhaps an ‘informed objective bystander’ would accept the Defendant’s version had the Plaintiff asked, “Please confirm receipt of contract”. The signed contract was the offer, and the thumbs-up emoji response indicated an acceptance of that contract.

The Defendant argued that allowing a simple thumbs-up emoji to signify contract acceptance would “open up the flood gates to allow all sorts of cases coming forward asking for interpretations as to what various different emojis mean”, such as a handshake or fist-bump emoji. This ‘floodgates’ argument is not uncommon. Justice Keene noted that despite this finding being novel in Saskatchewan, the Court cannot and should not “attempt to step the tide of technology and common usage”.

Justice Keene did what all judges do when considering whether a contract was formed: he considered the contract itself and the factual circumstances surrounding its formation (called the “factual matrix”). The floodgates argument was not accepted. These parties in the past had previously created contracts between them in a similar fashion, the only difference for this contract was the use of an emoji response versus the use of an “okay”, “good”, or “accept”, all of which are arguably synonymous with an average individual’s interpretation of a thumbs-up emoji.

Though this case is the first of its kind, it does not mean that a thumbs-up emoji response to a contract will always mean that a valid legal obligation has been created – what the case tells us is that it could, in conjunction with the surrounding circumstances. Courts will always consider the factual matrix in determining the validity of a contract and whether it has been breached.

 

[1] Orthodox Tewahedo Church of Canada St. Mary Cathedral v Aga, 2021 SCC 222 at para 35 [Aga].

[2] Aga at para 37.

Contacting a Lawyer on this Subject

The above is for general information only, and not legal advice. Parties should always seek legal advice prior to taking action in specific situations. Contact Tessa Wall at 1-306-933-1368 or t.wall@rslaw.com

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The Evolution of Contract Acceptance in the Digital Age

The recent Saskatchewan King’s Bench decision of South West Terminal Ltd. v Achter Land & Cattle Ltd., 2023 SKKB 116 has made national Canadian news, being the first of its kind regarding core contract interpretation principles – a thumbs-up emoji can signify...

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Tessa Wall joins Robertson Stromberg as Associate

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Robertson Stromberg LLP listed as one of Canada’s Best Law Firms of 2023 by the Globe and Mail

Robertson Stromberg LLP has been listed as one of Canada’s Best Law Firms of 2023 by the Globe and Mail. The Globe and Mail partnered with Statista to determine which law firms in Canada are held in the highest esteem by their colleagues, and the results reflect the 200 firms that received the highest number of recommendations from others across 29 service areas.

Almost 25,000 lawyers, as well as in-house lawyers and legal executives working in legal departments of a company across Canada, were actively invited to take part in the survey, and Statista recorded more than 10,000 recommendations for law firms in the different fields of law.

Robertson Stromberg’s areas of distinction include corporate and commercial, and dispute resolution (litigation, arbitration and investigations).

To see the full listing of the Best Law Firms in Canada, click here.

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Kemi Adegoke Joins Robertson Stromberg as Associate

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Secured Lending in Aircraft Objects – Framework Overview of the International Registry of Mobile Assets

Lenders or creditors taking security in assets relating to Aircraft Objects (described further below) need to understand the framework of the International Registry of Mobile Assets (the “Registry”). Below is a brief outline of this framework and the security a lender may expect to receive in Aircraft Objects.

International Registry of Mobile Assets

The Registry is an asset-based international registry system that allows individuals and organizations to register and search financial interest in Aircraft Objects by their serial number. The IR operates under the legal framework of the November 16, 2001 Cape Town Convention and Protocol (the “Convention”). The Convention was adopted by Canada and a number its provinces, including Saskatchewan, and came into effect on April 1, 2013.  It is important to note that not all countries have signed onto the Convention and information contained in the Registry may be incomplete or non-existent when dealing with Aircraft Objects in a non-signatory state.

The main objective of the Convention is to facilitate the efficient financing and leasing of Aircraft Objects by creating a single international registry system whereby parties (current owners, perspective buyers, lenders, etc.) may confidently rely on the security interests registered against such Aircraft Objects. The international interests created by the IR are recognized by signatory states with respect to priority matters and such registrations in the Registry will have priority over similar registrations made in provincial registries, such as the Saskatchewan Personal Property Registry, even if such provincial registrations pre-date the date of registration in the Registry.  The Convention further provides secured lenders with a range of basic default remedies and speedy interim relief options in an effort to facilitate orderly and efficient enforcement of security.

Given the specific remedies offered by the Convention, lenders should consider tailoring security agreements, and potentially other security documents, to account for these enforcement remedies along with other matters specific to Aircraft Objects. It can also be helpful to explicitly provide for the Convention’s remedies in other agreements as well, such as a lease of Aircraft Objects, when such agreements may form part of the security to be granted by a debtor.

Not all assets used in the aviation industries are captured by the Convention. Aircraft Objects must meet certain size or power minimums. The following Aircraft Objects are captured by the Convention:

    1. Airframe means airframes (other than those used in military, customs or police services) that, when appropriate aircraft engines are installed thereon, are type certified by the competent aviation authority to transport:
    1. at least eight (8) persons including crew; or
    2. goods in excess of 2750 kilograms, together with all installed, incorporated or attached accessories, parts and equipment (other than aircraft engines), and all data, manuals and records relating thereto,
    1. Helicopters means heavier-than-air machines (other than those used in military, customs or police services) supported in flight chiefly by the reactions of the air on one or more power-driven rotors on substantially vertical axes and which are type certified by the competent aviation authority to transport:
    1. at least five (5) persons including crew; or
    2. goods in excess of 450 kilograms, together with all installed, incorporated or attached accessories, parts and equipment (including rotors), and all data, manuals and records relating thereto,
    1. Aircraft Engines means aircraft engines (other than those used in military, customs or police services) powered by jet propulsion or turbine or piston technology and:
    1. in the case of jet propulsion aircraft engines, have at least 1750 lb of thrust or its equivalent, and
    2. in the case of turbine-powered or piston-powered aircraft engines, have at least 550 rated take-off shaft horsepower or its equivalent, together with all modules and other installed, incorporated or attached accessories, parts and equipment and all data, manuals and records relating thereto.

    Individuals or organizations that wish to perform registrations, including lenders taking security against Aircraft Objects, in the IR will need to become Transaction User Entities (“TUE”). The TUE will need to further appoint an administrator that will be authorized to perform registrations on behalf of the TUE. While all registrations on behalf of the TUE will need to be performed by the administrator, an administrator can provide one-off authorizations to allow another entity to perform registrations on behalf of the TUE. This may be convenient in a transaction involving an owner of the Aircraft Objects, perspective purchaser of such objects and lender that are all represented by a different administrator.

    Personal Property Security Registries

    As stated above, registration in the Registry will defeat or have priority over registrations in provincial personal property registries where the Convention applies. However, it is common for lenders to continue to register security interests against debtors, including serial numbered goods such as Aircraft Objects, in provincial registries. While it can be somewhat cumbersome for a seller or vendor to deal with multiple jurisdictions for the same Aircraft Object, it is important to search all provincial registries in which these Aircrafts Objects are operating in as provincial registrations will govern priority in the absence of an international registration in the Registry.

    IDERAs

    An IDERA (Irrevocable De-Registration and Export Request Authorization) is another Convention based security mechanism that can provide additional security to a lender.  An IDERA can be filed with Transport Canada which will prevent anyone but the authorized holder (typically a lender) from deregistering the Aircraft (Airframes and Helicopters) with Transport Canada.  It provides lenders with the assurance that Transport Canada will cooperate with the holder if it requests the deregistration of the Aircraft.  In order the revoke the IDERA, the holder must provide written notice to Transport Canada of such revocation. To note, multiple IDERAs cannot be filed with Transport Canada on the same Aircraft.

    Conclusion

    The above is a very brief explanation on the framework of International Registry of Mobile Assets and the security a lender may expect to receive when taking a security interest in Aircraft Objects. Our legal team at Robertson Stromberg LLP would be happy to discuss these matters in further detail or any questions you may have with respect to secured lending involving Aircraft Objects.

    Marinko Jelovich is a partner with Robertson Stromberg. His areas of practice include Indigenous Law; Commercial Transactions and Real Estate; Natural Resources; Residential Real Estate; Small Business; and Wills, Estates, Trusts, Healthcare Directives and Powers of Attorney. Contact Marinko Jelovic at 1-306-933-1322 or [email protected]. The above is for general information only. Parties should always seek legal advice prior to taking action in specific situations. 

    Area of ExpertiseCommercial Transactions and Real Estate