Tony Wilson

Ignoring this franchise advice could ruin a business

2010-07-20T07:58:00.000-07:00

Make sure you and the franchisor provide for Canadian withholdings tax applied on royalties crossing the border...

Read the full article at The Globe & Mail.

What to consider as a Canadian dealing with a U.S. franchisor

2010-07-07T07:56:00.000-07:00

The first in a series of columns looking at cross-border issues that could affect your business...

Read the full article at The Globe & Mail.

Confidential information and why you must protect it

2010-07-06T07:55:00.000-07:00

In the ‘information age,’ ensuring your trade secrets remain secret isn’t something limited to big companies with magic formulas locked up in vaults...

Read the full article at The Globe & Mail

When to patent something and how to do it

2010-06-08T07:53:00.000-07:00

If you have an original and useful invention there are three basic registration criteria...

Read the full article at The Globe & Mail.

Copyright issues that can affect your business

2010-06-07T07:52:00.000-07:00

Some companies don’t know when they need protection, or when they may be infringing on someone’s turf...

Read the full article at The Globe & Mail.

Limiting your personal exposure

2010-05-11T07:51:00.000-07:00

Terrified of losing it all? By creating a corporation, one can reduce personal liability in the event the business fails...

Read the full article at The Globe & Mail.

Ignore metadata at your peril

2010-04-28T07:50:00.000-07:00

The history of an electronic document is important to anyone trading information, including companies and politicians...

Read the full article at The Globe & Mail.

Human rights emerging as cost concern

2010-04-13T07:49:00.000-07:00

Explosion in litigation could have serious ramifications for small and medium-sized businesses in particular...

Read the full article at The Globe & Mail.

Don't leave branding to the lawyers

2010-03-30T07:46:00.000-07:00

What they should be doing is clearing your company's proposed name with the appropriate registry in your province...

Read the full article at The Globe & Mail.

Legal advice on starting a franchise

2010-03-16T07:42:00.001-07:00

First of all, don't listen too much to your lawyer, and avoid long, complicated agreements...

Read the full article at The Globe & Mail

Want to buy a franchise? Read this first

2010-03-02T07:37:00.000-08:00

If you're considering “buying” a franchised business in Canada and you live in Ontario, Alberta or PEI (and soon, New Brunswick), consider yourself lucky because they have specific legislation that protects franchisees.

In the current Canadian “disclosure jurisdictions” of those three provinces, the franchisor is required by law to give prospective franchisees a Franchise Disclosure Document, and a franchise agreement cannot be entered into until at least 14 days after the delivery of that document to the franchisee. In Ontario, no deposit can be provided or any other contract entered until that time period passes.

Read the full article at The Globe & Mail

Three more things to know about leasing - The Globe & Mail

2010-02-16T10:43:00.000-08:00

Another article published in today's Globe & Mail...

Three more things to know about leasing

Nothing Official - Olympic Tickets You REALLY Won’t Get

2010-02-12T10:40:00.000-08:00

Sports the IOC also rejected

The case of women ski jumpers not getting the chance to compete in the 2010 Winter Olympics was the most public (and indeed the saddest) of the sports the IOC rejected this year. Having had their day in court, I confidently predict that one day soon, they will have their day in the air. But there were other sports that were also rejected by the IOC and won’t be seen in Vancouver or Whistler this month. These are a few of them.

Contact Grand Slalom. As boxing evolved into UFC, Grand Slalom has evolved into a contact sport where seven skiers and four snowboarders leave the gate at the same time; the goal being to get to the finish line first. And alone. Physical contact between athletes isn’t just permitted, it’s required. The addition of four snowboarders to each race makes the sport a more realistic fracas; accurately reflecting the experience of middle-aged skiers like me on a sunny Saturday afternoon on Vancouver’s local mountains. Gold is the only medal awarded, because, of course, if there’s a Silver or Bronze, the Gold Medal winner hasn’t done the best job of neutralizing the competition. Rumoured to be a demonstration sport in Sochi, Russia in 2014.

Rollerderby Speed Skating. Just as it sounds, Rollerderby Speed Skating is an offshoot of its hard-hitting rollerblading cousin, only faster. Much faster. And just like Contact Grand Slalom, no medals are awarded for Silver or Bronze because the idea is to be the last man (or woman) skating. Very popular in Chile and South Korea, but unheard of since it was dropped for insurance reasons immediately after the Lake Placid Olympics in 1980.

Synchronized Snow Boarding. This sport, though popular in Sweden and other Skandahüvian countries, was not approved by the IOC on purely grammatical grounds. Like “Extreme Curling,” the IOC rejected this sport not because it wasn’t athletic or artistic enough, but because it was an oxymoron.

Winter Dressage. Dressage (for those of you who can’t be bothered to look it up) is an “equine sport” where the best riders receive Gold, Silver or Bronze for completing a jumping circuit on a horse. Winter Dressage is essentially “Dressage in the Snow,” but as a result of pressure from Animal Rights Lawyers at my firm, the medals are, quite rightly, awarded only to the horse.

IOC Baiting. This is a sport where residents of the host city put five car tires together in the shape of the Olympic Logo and see how long it takes the IOC’s lawyers to threaten trademark infringement lawsuits.

My favourite, though, was Olympic Ticket Purchasing. Contestants from all over the world sit in front of their computers for hours and hours (and hours) trying to buy tickets to any Olympic event in the host city. But they fail to get a thing.

I was so good at this sport, I deserve a medal.

This article was published in the February 2010 issue of Bar Talk

The ins and outs of leasing - The Globe and Mail

2010-02-02T12:23:00.000-08:00

Another article just published on The Globe & Mail...

The ins and outs of leasing - The Globe and Mail

Do your homework before you buy a franchise - The Globe and Mail

2010-01-20T12:18:00.000-08:00

My first article for my column in The Globe & Mail is now available!

Do your homework before you buy a franchise

Franchised businesses are never supposed to fail. But on occasion, they do.

That's why doing your homework before you “buy” is so important, so the prospective franchisee can avoid disastrous mistakes and the agony of defeat. Legally, franchising is very document-intensive and it is important for prospective franchisees to understand what they are signing.

Read More...

Blessings and Curses from 2009

2009-12-29T14:54:00.000-08:00

Columns that appear during the last week of December tend to have two common attributes. First, they run the risk of not being read by anyone.

After all, if you’re really smart this week, you’re in Mexico, Maui, or the Caribbean. Second, columns appearing in the last week of December tend to look reflectively and nostalgically at the year just passed.

I hope to disappoint you on both fronts, without saying anything about Tiger Woods, Avatar, or the balloon boy.

For the last two years, my family and I have caught 5 a.m. flights on Boxing Day for warmer climes; Zihuatanejo two years ago and Cancun last year.

I can tell you there’s nothing quite like eight or nine days in the sun, drinking margaritas in the pool (as opposed to by the pool — it’s Mexico after all), jet skiing around a warm Mexican bay, scuba diving with sea turtles with my daughter, and generally relaxing without having to deal with clients’ phone calls or e-mails (unless of course you’re stupid enough to bring your BlackBerry with you).

Two New Year’s Eves ago, a client e-mailed me on my BlackBerry, attached a document, and asked me to review it within 24 hours. Out of interest I tried to download it in case it was an easy matter. It was a 75-page master franchise agreement in pdf.

I told the client it was impossible to read it on the BlackBerry (translation: I wasn’t going to read it while on holidays on a 1.5-inch screen). He offered to fax it. “I’m in the Mexican Jungle,” I told him, looking east towards the desert and west towards the ocean. “There are no fax machines here.” Not being anywhere near the resort lobby, there honestly weren’t.

The client was annoyed, but not as annoyed as I was when I checked the data and roaming charges for trying to download a large agreement from Mexico on a BlackBerry.

The moral of the story is this: outrageous data and roaming charges are God’s way of telling you not to take your BlackBerry on holidays. When you’re on holidays between Christmas and New Year’s with your family, you’re not available.

If your clients can’t wait until you return, maybe you need new clients.

This year I’m afraid there will be no sun-drenched beaches or poolside margaritas. My teenagers want to stay home and party with their friends rather than go to Mexico with their parents. Sadly, I will collect my accounts receivable in the morning, and take off in the afternoon to ski at Cypress Mountain before they close it for the Olympics. Alas, life in la-la land is a curse.

As for the year just passed, I can’t wait to see the back of it. Everyone I know in the legal biz in this city will remember the first few months of 2009 as some of the bleakest in living memory.

Remember, banks in the United States and the United Kingdom were falling by the wayside and crying for government bailouts. Then General Motors and Chrysler were failing and crying for government bailouts.

Then McDonald’s pulled out of Iceland!

Gloom and doom reigned supreme and the only silver lining I can recall was that there were more bad jokes about investment bankers and Wall Street brokers than lawyers.

There were days in January and February where I didn’t know where the work was going to come from and when it would show up.

But like the sun reappearing after a bad storm, it seemed to pass. Certainly, it wasn’t a great year for many solicitors, who depend on a thriving economy for their bread and butter. But I suppose my clients stopped navel-gazing in mid-March and decided to get back in the game.

So I’d have to say, confidence is up. Real estate came back in B.C. in the nick of time.

And at the time of writing, the malls are packed with Christmas shoppers and all the sales staff at stores like Harry Rosen, Holt Renfrew, and Best Buy have smiles on their faces. The suburban malls are busy too, given the fact you can’t seem to find parking.

I confess to have drawn deep and lasting satisfaction from my recent purchases.

And for what its worth, a salesclerk at Holt Renfrew actually wished me a merry Christmas the other day instead of the ubiquitous and politically correct, “Happy Holidays;” a feat that will keep me shopping there despite the prices. Little mercies are rare these days.

I am optimistic about 2010. And I confess, I am optimistic about the Olympics in February. It’s easy to get annoyed about the disruption we’ll face getting to and from work in Vancouver (many of the usual traffic corridors in and out of the city will be closed), and whether any work can be done while the biggest party on earth is literally across the street.

But we’ll manage, I suppose. Life in la-la land is a blessing and a curse.

[Article re-posted from Canadian Lawyer Magazine]

Barristers, Solicitors and Zombies

2009-12-01T13:07:00.000-08:00

I’m tired of trying to figure out if a telephone call was a “point 1” or a “point 2,” and whether confirming an appointment, or advice given over lunch is recordable. I’m tired of trying to figure out how to bill the $8,000 my competitors are charging for an agreement that, due to my own efficiencies and experience, might only take $2,000 in time to produce.

And I’m fed up with having to deal with $13,000 worth of Work-In-Progress that the client is only prepared to pay $6,000 for. I. Hate. Billable. Hours.

I asked someone at my old exploded firm 24 years ago “Is thinking about a file during the shower recordable?” “Yes,” I was told. “Write it down, when you’re dry.” “What about during sex?” I asked, quite sarcastically. “Write it down when you’re dry.” A Seattle lawyer told me 20 years ago that all lawyers at his firm were instructed to record their time in the bathroom as “Boeing Time;” Boeing being the firm’s biggest client. The quest for billable hours is so endemic in practice, it leads us to docket all sorts of things we’d never expect to pay for if we were paying the legal bills ourselves.

When I speak to young lawyers at other firms about the practice of law, they always speak dazzlingly about the number of hours they have to put in, as opposed to the dollars that those hours represent, as if the hours were an end unto themselves. They aren’t dollars, as many defunct U.S. law firms discovered over the past year. They’re something else, like derivatives, credit swaps, hedge funds and other forms of securitization that might turn into dollars or might not. Billable hours are like smoke, wafting in the air. Whether the quota is 1600 hours or 2000 hours, using billable hours as a measure of performance is like the kid being more interested in the box than the Christmas gift.

Face it, we’re addicted to billable hours the same way junkies are addicted to drugs, or the western world is addicted to oil. Sometimes, I wonder if we’re all Zombies and the quest for the billable hours has created this Billable Hour Zombieland we all work in.

I say we dispense with the billable hour altogether and start basing our billing practices on the billable word. It’s not tied to time, so, we might be more efficient. It’s tied to something of value that actually relates to the work that’s produced.

Perhaps solicitors will finally have a leg up on their litigation brethren because the litigators, despite working weekends and evenings, can be chastised at partner’s meetings for not being up to their “billable word quota.”

Value billing is hard enough to justify to clients in the current billable hour regime, (especially after the Inmet Mining case), but it would be quite straightforward in a billable word model; simply value the nouns, verbs and adjectives differently. In fact, differential rates might become the standard, so that nouns, verbs, adverbs and adjectives have a higher value than mere prepositions.

There would never be a discussion with a client accusing the lawyer of “padding time” or taking too long on a project because time will be up to the lawyer. The only billing issue the client could conceivably complain about would be whether the job took too many words. “Well, what words would you have omitted?” strikes me as an easier sell. And in any billing dispute with a client, you can always agree to not charge for certain words to reduce the account and make the client happy. “OK… we’ll deduct all the prepositions; and the four uses of the word “narly!”

Mind you, it won’t take the London, New York and Toronto firms very long to see the real value of the billable word model: the billable syllable! The billable letter! The billable punctuation mark! And my favourite; the billable space!

Wacky, yes. But is it any wackier than the billing model we currently use?

[Article re-posted from Bar Talk Magazine]

Franchising in Canada

2009-11-09T11:25:00.001-08:00

It’s hard to visit any major street or shopping centre in Canada these days without seeing many franchised businesses operating from every corner. Whether it’s bagels or burgers, fast food or fast lubes, franchising as a means of doing business is firmly entrenched in Canada as a means for entrepreneurially minded business people to embark on their own business while being a part of a larger organization.

A franchise is essentially a licence to operate the franchisor’s business system and trademark according to the franchisor’s standards for between five and twenty years, depending on the franchise. In exchange for the right to carry on business under a trademark such as “Cookies By George”, or "White Spot", the franchisee usually pays the franchisor an initial franchise fee for these rights, plus an ongoing royalty linked to the gross sales of the franchised outlet. There is often a requirement for the franchisee to make regular contributions to a national advertising fund as well, so that the franchisor can advertise the brand in high cost media like radio, TV and national newspapers/ magazines.

Additionally, the franchisee either constructs and develops the premises itself (and at its cost), or buys the constructed premises on a “turnkey” basis from the franchisor. Either way, there are dollars at stake, and "buying" a franchise could be the single largest business investment a person might ever make in their lives.

Franchisors are essentially selling three things:

The value of its recognizable trademark and brand
The know-how associated with the franchisor’s business system (and being able to teach that know-how to the franchisee); and
The lower unit costs that come with the purchasing power of a large buying group.

Legally, franchising is very document intensive and it is important for the prospective franchisee to understand what he or she is signing.

In the News - The North Shore News

2009-11-01T15:38:00.000-08:00

Spent a full hour in the beautifully renovated offices of The North Shore News in North Vancouver with the lovely Jessica Barrett, reporter for the @Work section.

I even had a quick photoshoot before the interview and my publicist, Sarah, went to work right away, Tweeting from her phone during the interview, giving her followers a "play-by-play" of the entire event!

The article was published in the @Work section over the weekend, entitled Getting the most out of going into business.

It's Monsoon Season. Again.

2009-10-26T12:48:00.000-07:00

Ahh, autumn. In Vancouver, it’s the time of year when we clean out the gutters, check the sump pumps and the drain tile, invest in a new raincoat and umbrella, and try to figure out how to escape the monsoons that will keep hitting the west coast until oh . . . January.

Ironically, we call these annual monsoons “pineapple expresses” because the rain comes from Hawaii and other places we’d prefer to be by now.

We put up with monsoon season on the west coast because it fills our reservoirs, gives us hydroelectricity and a place for salmon to spawn. And, my personal favourite, it dumps loads of snow on Whistler and the local mountains so we can zip off early on Fridays to ski. You should know that I pay little heed to “no watering days” in the summer, because come autumn, every day will be a watering day.

We are also getting geared up for the Winter Olympics here in la-la land; at least in the Lower Mainland and in Whistler. The Olympics will more or less close the core of Vancouver (where all the major law offices are) to automobile traffic, creating a unique social experiment: can lawyers actually work more productively at home for two weeks?

What if they’re more productive from home than at the office? Do law firms need all that office space if lawyers work better at home?

The B.C. government is also creating a unique social experiment in Bill 13, where it is purporting to give municipal governments where Olympic events are being staged, the right for two weeks in February to enter private property and physically remove “graffiti” — “graffiti” being “code” for anything that criticizes the games.

I’m not a Charter of Rights expert, but I know a Charter case when I smell one! Although I actually support the games, I wonder if the anti-Olympic police can stop me displaying anti-Olympic “graffiti” in my car or on the back of my raincoat? I think it’s worth a try, just to test the law.

However, these are topics for other columns. In la-la land, there is always something to write about, and as we get nearer to the games, I'll be writing about them.

I wanted to discuss autumn because it’s the time to get serious about your accounts receivable. If your compensation formula is anything like mine (and even if it’s not), you will be judged (and perhaps even paid) on the basis of the “cash in” you bring in by the end of December. So this time of the year, I want my clients to show me the money.

I’m amused by lawyers who judge their performance (and the performance of their colleagues) by the number of billable hours they have recorded by now.

“Ooh . . . I’m at 1,600 already,” I overheard a junior associate from another firm tell her colleague last week . A friend from Toronto boasted about getting another hour recorded in his timesheet every day just on his BlackBerry.

Whether the “target” is 1,600 hours or 2,000 hours, using hours as a measurement of performance is like the kid at Christmas being more interested in the box than the gift.

Hours docketed have nothing to do with value and may in fact be a disincentive to efficient practice.

But here's where reality bites: If you’ve ever practised on your own or in a small firm, you’ll know that it’s the money that counts more than the hours. This is because landlords and employees don’t normally accept billable hours instead of rent or paycheques.

Even at larger firms, the lawyer with more cash in will normally get compensated more than the lawyer with more billable hours. And if not, the lawyer who brings in the cash will soon be cashing out and moving to a firm that realizes that cash is always king.

Hours are like smoke, wafting in the air. Or better yet, they’re like derivatives, credit swaps, hedge funds, and other forms of securitization; financial products that were supposed to represent something that was supposed to represent money, but didn’t.

Billable hours are similar, aren’t they? They might turn into dollars or they might not. We’re so addicted to billable hours as a measurement of performance, we’ve convinced the banks to lend our law firms money on the basis of our work in progress (i.e. our unbilled hours).

Recording for one’s time, like day labourers do (but other professionals like doctors, judges, and university professors don’t) has its little conundrums doesn’t it?

If I charge my clients by the hour but whip an agreement together in 18 minutes simply because I’ve done it 100 times before and know what I’m doing, why must I record a point three ($120 at my “rate”) when the thing’s worth at least $1,000 to the client.

“Oh but that’s why we can premium the client” it is said. Ever had a discussion with a client about why you added $880 to the account when they were expecting to be billed by the hour? Ever wasted your time having an account reviewed? Have you read the Inmet Mining case yet?

Ahh, but that’s the subject for a book, isn’t it.

What about accounts receivable? My advice? Get serious about them. Don’t always rely on your accounts receivable department to get your bills paid. If they’re your clients, call them up and get yourself paid — if for no other reason than if you don’t value the advice you give and the work you do, why should anyone else?

If you normally don’t get retainers, why on earth not? Weren’t you around during the great recession of the last 15 months or hear about the bankruptcy of General Motors and Chrysler? Or were you off in some parallel universe where everyone paid their lawyers what was billed within 14 days?

If you don't get engagement letters explaining the terms of the legal representation (and potentially authorizing you to change $1000 for a document that takes you a 0.3 to produce), you my friends, are in la-la land, not me.

So during the last quarter of 2009, if work comes in the door from a new client with no payment history, get an engagement letter explaining what the deal is (and what it isn’t) and get retainer for the amount you think you'll be billing them by Christmas.

For old clients who have established a payment history with you, politely tell them you expect the bills to be paid for the work they are giving you by Dec. 31, with a nice, but professionally responsible hint that if they can’t do this, maybe you shouldn’t either. Everyone has a Visa.

This may all sound callous or glib but it’s not intended to be. I am fortunate to have a dedicated client base and the privilege to act for clients for over 20 years. Ironically, many of them are in the restaurant industry as I once was.

Thirty years ago, I used to be a waiter (at the Keg if you must know). I can’t remember a customer who ever ordered a meal who didn’t expect to pay for it in full on the way out the door.

Metaphorically speaking, in the legal business, the “door” is Dec. 31 for most of us. So get serious. Get paid.

It’s not a bad policy to consider now that it’s monsoon season again in la-la land.

[Article re-posted from Canadian Lawyer Magazine]

In the News - The Financial Post

2009-10-19T13:47:00.000-07:00

I had a great interview with Derek Sankey of the National Post who was working on a story on franchising.

It's published in today's edition of The Financial Post, entitled Beware costly surprises in your contract.

In the News - CBC Radio

2009-06-03T15:45:00.000-07:00

Unfortunately, no recorded clip of my interview on CBC Radio's BC Almanac show, but I do have pictures to share!

Sarah, my publicist arranged for a live interview on CBC Radio to talk about 'starting a business in Canada' and of course, with my experience and background in franchising, I gladly accepted. It was a fast-paced and exciting full hour with program host, Susan McNamee. She asked lots of great questions and I answered lots of other questions from callers from all over BC.

I had to include this pic of the radio -- it's practically an antique and it still works!