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Program Canadian Law Conference Metro Toronto Convention Centre – South Building Toronto, ON | April 20 – 21, 2020 #ICSCLaw www.icsc.com/2020CLC
Metro Toronto Convention Centre – South Building | Toronto, ON | #ICSCLaw
MONDAY, APRIL 20 PANELISTS
David R. Beneteau
Registration General Counsel
Movati Athletic (Group) Inc.
7:30 am – 6:00 pm
Toronto, ON
u Room 700 Pre-function
Savvas Kotsopoulos
Partner
Breakfast & Networking Miller Thomson LLP
8:00 – 8:30 am Toronto, ON
u Room 718 Pre-function Doris Maida
Vice President Legal, Leasing and Operations
Quadreal Property Group
Welcome and Introduction to the Program
Toronto, ON
8:30 – 8:45 am
u Room 718 B Mixed-Use Development, Or as the
Yan A. Besner Gastronomically Inclined Would Say, Real Estate
Canadian Law Conference Program Advisory 'Fusion,’ Is It Delicious or Does It Just Cause
Committee Chair Indigestion?
Partner
u Room 716 B
Osler, Hoskin & Harcourt LLP
Montreal, QC Mixed-use and mixed-ownership developments
are increasingly becoming the norm in today’s
Angela Mockford challenging retail environment. Whether it’s
Canadian Law Conference Program Advisory called diversification, densification or simply
Committee Vice Chair ‘creative development,’ it invariably comes with a
Lawyer host of complicated legal issues. Please join our
Mockford Law panel of experts as they take you on a deep dive
St. Catharines, ON into the nuances of mixed-use developments
from a landlord and tenant perspective. They
will advise on questions to ask, risks to flag,
Roundtables (Round 1) rights to secure and obligations to impose, so
8:45 – 9:45 am as to ensure that your client gets the ‘meal’ that
they bargained for, and not a mad dash to the
u Room 718
pharmacy.
MODERATOR
Networking Break David Fenrich
9:45 – 10:15 am Senior Director, Legal Services
u Room 718 Pre-function The Cadillac Fairview Corporation Limited
Vancouver, BC
PANELISTS
Concurrent Sessions Robert Crépin
10:15 – 11:30 am Senior Director, Legal Services
The Cadillac Fairview Corporation Limited
A Future Proofing a Landlord’s Lease, Montreal, QC
Including Definition of “Shopping Centre” Now
Janet Derbawka
and In Future.
Partner
u Room 716 A McMillan LLP
MODERATOR Vancouver, BC
Sunita Mahant
Jamie Paquin
Senior Director, Legal Affairs
Partner
Ivanhoé Cambridge, Inc.
Daoust Vukovich LLP
Toronto, ON
Toronto, ON
2 |C Mindfulness at Work: A Session for Legal Keynote Presentation
Professionals 12:15 – 12:45 pm
u Room 714 A
Blurred Lines – A Customer-Centric Approach
Professionals often overlook the impact of to Retail Success
mounting workloads, multiple demands and
u Room 718
highly stressful environments on their ability to
perform. Mindfulness can turn these workplace Join us for our keynote discussion with industry
challenges into opportunities by helping us to leaders in hospitality and entertainment.
work with our innate qualities, be less reactive
Peter Chase
and appreciate different perspectives for
CEO
healthier workplace interactions. The session
BPC
will be facilitated by Professor Thomas Telfer,
New York, NY
Western University Faculty of Law. Professor
Telfer has experience with bringing mindfulness
Vince Guzzo
into the classroom and the workplace. Dr. Telfer
CEO
will use the Mindful@Work materials developed
Cinémas Guzzo
by leading mindful educator Mindfulness
MrSunshine on CBC’s Dragons’ Den
Without Borders, which was developed to
Montreal, QC
mitigate the challenges and stresses of the
modern workplace. The curriculum draws from
the scientific expertise and collaborated works Workshops
of a variety of internationally respected leaders.
1:00 – 2:15 pm
Professor Telfer will introduce participants
to mindfulness, the positive benefits of being
A Getting Down to Business: The Low-Down
mindful and why mindfulness is relevant for
the legal profession. The session will focus on Doing Deals on First Nation Lands
on mindfulness practices and strategies and u Room 716 A
how these practices can work with emotional
This workshop will explore this topic in the
intelligence topics.
context of the Taza mixed-use development.
The Tsuut’ina Nation and Canderel have
The Law Society of Ontario has recommended
partnered to develop Taza — one of the largest
incorporating daily mindfulness practices in its
First Nation developments in North America.
Personal Management Guideline
When completed, Taza will consist of 1,200
• An introduction to mindfulness
acres of development on the Tsuut’ina Nation
• The benefits of a mindfulness practice
(bordering Calgary) with 17 million square feet
• Why mindfulness is relevant to the legal
of real estate and includes Costco as an anchor
profession
tenant. Each of our panelists has played a key
• How mindfulness may improve mental health
role in this development and will share with us
MODERATOR the processes and challenges specific to leasing
Yan A. Besner on First Nation lands from the perspectives of
Partner the Tsuut’ina Nation and its partner, Canderel,
Osler, Hoskin & Harcourt LLP the lender, and the anchor tenant. The name
Montreal, QC "Taza" was chosen because it is related to
“amaze” in the Tsuut’ina language. Attend this
PANELIST
workshop to not only learn about doing business
Dr. Thomas Telfer
on First Nation lands but also be amazed at the
Professor of Law
sheer breadth of this development.
Western University
London, ON MODERATOR
Laurie Sanderson
Partner
Lunch Served Gowling WLG (Canada), LLP
11:30 am – 12:15 pm Ottawa, ON
u Room 718
www.icsc.com/2020CLC | 3Metro Toronto Convention Centre – South Building | Toronto, ON | #ICSCLaw
PANELISTS delve into the issues surrounding leasing to
Abraham Costin ghost kitchens as well as how retail landlords are
Counsel dealing with third-party delivery apps.
McCarthy Tetrault LLP
MODERATOR
Toronto, ON
Karsten Lee
John Doolan Partner
Partner WeirFoulds LLP
Leader, Aboriginal Toronto, ON
Miller Thomson LLP PANELISTS
Vancouver, BC Adam Armeland
Co-Founder & CEO
B How Does Ontario’s Construction Act Affect Kitchen Hub Inc.
Me? Navigating Allowances and Liens in the New Toronto, ON
World
Ryan Freeman
u Room 716 B Head of Enterprise Partnerships
Exploring the issues of lien liability under the DoorDash
recent Construction Act (Ontario), how leases Toronto, ON
should be drafted and how landlords/tenants
Clark Harrop
should govern and protect themselves in light of
Partner
the recent legislative amendments.
Dale & Lessmann LLP
MODERATOR Toronto, ON
Amelia Nasrallah
Vice President, Legal D A Cure for Ailing Shopping Centres?
Brookfield Property Partners Medical Uses in The Retail Setting
Toronto, ON
u Room 714 B
PANELISTS
Join our experienced workshop leaders in an
David Brand
interactive examination. We’ll be scoping the
General Counsel
advantages and disadvantages of locating
MegaPro X/Stanford Homes
medical and quasi-medical tenants in retail
Toronto, ON
centres. Our experts will provide a cross-country
Rick Del Vecchio perspective on: (a) the potential healing of
Partner properties that are suffering, by incorporating
Miller Thomson LLP medical and quasi-medical uses into the tenant
Toronto, ON mix; (b) the pain points in negotiations around
use clauses, exclusive clauses, operating costs,
Marta O. Lewycky and the scope of Landlord’s Work and Tenant’s
Partner Work; and (c) the prognosis for growth in such
Minden Gross LLP uses over the next few years. No sedation
Toronto, ON necessary.
MODERATOR
C The Future of Dining: Ghost Kitchens and
Angela Mockford
Delivery Apps Lawyer
u Room 714 A Mockford Law
This session will explore the changing trends of St. Catharines, ON
how we dine and enjoy restaurant food. Our PANELISTS
expert panel will introduce to you the emerging Jeremy Behar
concept of a ghost kitchen or a virtual kitchen Founder, Co-CEO
(but don’t fret – the real estate is real!), and Canadian Dental Services
explore the state of the market with respect to Toronto, ON
third-party delivery apps. The session will also
4 |Bianca Kratt 2 The (almost) Perfect Co-Tenancy Clause
Partner
Parlee McLaws LLP Drafting a “bullet-proof” co-tenancy provision
Toronto, ON is a very difficult task, especially in the context
of recent jurisprudence. Clear and concise
Adam Perzow drafting by landlords and tenants should result
Partner in mutually acceptable and enforceable lease
Borden Ladner Gervais LLP clauses. This session will concentrate on the key
Toronto, ON areas of a typical co-tenancy clause and the
various options that are generally considered
by sophisticated counsel during negotiations.
Plenary Session Critical areas of the clause such as triggers,
2:15 – 3:30 pm waiting periods and replacement stores will
u Room 718 be reviewed. We will also delve into creative
drafting options that may be used to counteract
Anchors Away – A Deep Dive into the recent attempts by landlords to neutralize
Co-Tenancy Waters previously agreed upon co-tenancy provisions.
In this Plenary Session we will explore the Cory Sherman
complexities of the co-tenancy provision and Founding Partner
focus on issues faced by both landlord and Sherman Brown, Barristers & Solicitors
tenant when negotiating co-tenancy provisions Toronto, ON
in a multi-tenant shopping centre lease. We
have assembled a panel of experts to provide 3 Remedies for Co-Tenancy Failure
tips for drafting co-tenancy clauses and After fighting hard for co-tenancy rights as part
avoiding potential pitfalls. Get those pencils of the lease negotiation, when a co-tenancy
ready – you’re going to want to take notes. requirement is not met – what are the rights and
MODERATOR remedies available to a tenant? For opening
Christina Kobi co-tenancy failures, tenants may want the right
Partner to delay construction and/or store opening.
Minden Gross LLP Tenants may also want to delay or abate rent
Toronto, ON and eventually invoke a right of termination
for both opening and operating co-tenancy
1 Co-Tenancy 101 failures. Landlords will want time to cure
co-tenancy failures and may look for rent to
Given the current retail landscape, co-tenancies resume if their tenants do not elect to terminate.
have become one of the most hotly contested Landlords should be careful to ensure that the
issues in lease negotiations. You’ll learn about list of acceptable replacement tenants is broad
the different types of co-tenancies (such as enough to cure any co-tenancy failure.
opening co-tenancy vs. operating co-tenancy)
as well as the interplay between the co-tenancy Neil Davie
being granted to a specific tenant and the Partner
opening/operating covenants of other tenants Norton Rose Fulbright Canada LLP
at the property. With many shopping centres Vancouver, BC
undergoing redevelopment, much consideration
needs to be given to the timing of various tenant 4 The Implementation of Co-Tenancy Rights
possession/openings and the potential domino Despite having negotiated a co-tenancy
effect should anything go awry. right in your lease, it may be that you cannot
Mordecai Bobrowsky exercise it. Apart from limitations surrounding
Vice President, Legal bankruptcy and insolvency proceedings, there
Primaris Management Inc., a Division of H&R may be other obstacles that the tenant didn’t
REIT anticipate – such as limitations imposed as a
Toronto, ON result of equitable principles relating to fairness
and reasonableness, and penalty proscriptions.
www.icsc.com/2020CLC | 5Metro Toronto Convention Centre – South Building | Toronto, ON | #ICSCLaw
A general discussion in respect of those TUESDAY, APRIL 21
principles, and other circumstances in which
courts have restricted a tenant’s co-tenancy
rights, despite the plain wording of the lease, Registration
will be discussed. 7:30 am – 2:00 pm
Lisa Borsook u Room 700 Pre-function
Executive Partner
WeirFoulds LLP
Toronto, ON Breakfast & Networking
8:00 – 8:45 am
5 The Impact of Bankruptcy and u Room 718 Pre-function
Insolvency Proceedings on Co-Tenancy
Rights Roundtables (Round 3)
Retail tenants typically negotiate co-tenancy 8:45 – 10:15 am
clauses to protect them in the event of the u Room 718
loss of anchor tenants or high vacancy rates
in the shopping centre. However, tenants can
be prevented from exercising these rights Networking Break
on the insolvency of an anchor tenant (for 10:15 – 10:45 am
example, Target, Sears). We will be looking u Room 718 Pre-function
at the jurisdiction/rationale for a court-
ordered stay of third-party rights under the
Companies Creditors’ Arrangement Act, Concurrent Sessions
the considerations in lifting the stay and the 10:45 am – 12:00 pm
impact of the stay on landlord and tenant
rights, including whether co-tenancy rights A Beyond Regulation: Innovation and the
can be invoked retroactively after the stay
Evolution of Accessible and Inclusive Spaces
is lifted. Separately, we will be discussing
re: Aeropostale, where the court held that u Room 716
co-tenancy rights which were personal to
With 1 in 5 Canadians identifying as having
the tenant could be assigned by a trustee in
one or more disabilities of some kind, and
bankruptcy.
the recent proclamation of the Accessible
Catherine Francis Canada Act in July 2019 (complementing
Partner provincial accessibility legislation already
Minden Gross LLP in existence in each of Ontario, Manitoba
Toronto, ON and Nova Scotia), landlords and retailers
are learning that accessible design is not
just a matter of regulatory compliance. They
Networking Break are designing spaces to be accessible and
3:30 – 3:45 pm operating those spaces in a manner that
u Room 718 Pre-function makes them accessible to all persons. Join
us and learn from some of Canada’s most
innovative landlords and retailers about
Roundtables (Round 2) the current initiatives they are undertaking
3:45 – 4:45 pm to make their spaces more accessible and
u Room 718 more inclusive for persons with disabilities
and the business imperatives and regulatory
standards that inform and underlie these
Networking Reception initiatives.
4:45 – 6:00 pm
u Room 718 Pre-function
6 |MODERATOR Melissa McBain
Ian Sutherland Partner
Partner Daoust Vukovich LLP
Stewart McKelvey Toronto, ON
Halifax, NS
Randy Shapiro
PANELISTS Partner
Elizabeth Manley Parlee McLaws LLP
Senior Manager, Trademarks & Marketing Calgary, AB
Law Trademark Agent
Cineplex Inc.
Toronto, ON Closing Remarks
1:00 – 1:15 pm
B Immovable Object Meets Irresistible u Room 718
Force
Yan A. Besner
u Room 714 Canadian Law Conference Program Advisory
In today’s evolving retail environment, how Committee Chair
do we balance the needs of landlords and Partner
tenants so that each maximizes the return Osler, Hoskin & Harcourt LLP
on its investment in a shopping centre? A Montreal, QC
discussion of the interplay between principal/
ancillary uses and the tenant’s desire for Angela Mockford
exclusivity and flexibility versus the landlord’s Canadian Law Conference Program Advisory
ability to create the desired merchanise mix Committee Vice Chair
to enhance the customer experience while Lawyer
operating its shopping centre as efficiently Mockford Law
and profitably as possible. St. Catharines, ON
MODERATOR
Thomas Santram Networking Lunch
Vice President, Deputy General Counsel 1:15 – 2:00 pm
Cineplex Inc. u Room 718
Toronto, ON
PANELISTS
Julie Robbins Event Adjourns
Vice President, Legal Operations 2:00 pm
Oxford Properties Group
Toronto, ON Sessions and speakers are subject to change.
Deborah Watkins
CLE Credits
Partner
The Canadian Law Conference will seek
Daoust Vukovich LLP
continuing education credit pre-approval for
Toronto, ON
the Provinces of Ontario, Québec and British
Columbia. For Alberta lawyers, consider
Legal Update including this course as a CPD learning
activity in your mandatory annual Continuing
12:00 – 1:00 pm
Professional Plan as required by the Law
u Room 718 Society of Alberta. For Nova Scotia lawyers,
consider including this course in your annual
Steven Chaimberg CPD Plan as required by the Nova Scotia
Partner Barristers’ Society.
Miller Thomson LLP For more information and updates on our
Montreal, QC
progress visit www.icsc.com/2020CLC.
www.icsc.com/2020CLC | 7Metro Toronto Convention Centre – South Building | Toronto, ON | #ICSCLaw PROGRAM ADVISORY COMMITTEE Yan A. Besner, Canadian Law Conference Program Advisory Committee Chair, Osler, Hoskin & Harcourt LLP Angela Mockford, Canadian Law Conference Program Advisory Committee Vice Chair, Mockford Law David Fenrich, The Cadillac Fairview Corporation Limited Christina Kobi, Minden Gross LLP Karsten Lee, WeirFoulds LLP Sunita Mahant, Ivanhoé Cambridge, Inc. Melissa McBain, Daoust Vukovich LLP Amelia Nasrallah, Brookfield Property Partners Laurie Sanderson, Gowling WLG (Canada) LLP Thomas Santram, Cineplex Entertainment Randy Shapiro, Parlee McLaws LLP Ian Sutherland, Stewart McKelvey 8 |
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