Adam Ship is a partner in our Litigation Group in Toronto and Lead of Franchise & Distribution within our National Retail & Consumer Markets Group. His practice focuses on complex commercial litigation and franchise-distribution law.
Adam is listed as one of the 2015 Lexpert Rising Stars: Leading Lawyers Under 40 in Canada. He is also routinely recognized as a leading franchise lawyer in Chambers Canada, Canadian Legal Lexpert Directory, Best Lawyers in Canada, and Who’s Who: Canada.
Adam’s commercial litigation practice includes contract disputes, competition litigation, banking litigation, class actions, domestic and international arbitrations, and franchise litigation. He has appeared as counsel before all levels of court in Ontario, the Supreme Court of Canada, the BC Supreme Court and various arbitral panels, in trials, hearings, appeals, injunctions and applications. Adam also advises clients on management strategies for large portfolios of smaller litigation matters.
Adam routinely advises domestic and international franchisors, manufacturers and master distributors in all areas of franchise-distribution law. He has extensive experience advising on strategic and risk management issues and also drafts and advises on franchise agreements and disclosure documents for clients across diverse industries. Between 2013-2017, he served as Adjunct Professor of franchise and distribution law at the University of Toronto.
Adam’s legal writing has been cited by courts across Canada, including the Supreme Court of Canada, the Ontario Court of Appeal and the BC Court of Appeal. He received the Ontario Bar Association's Award for Excellence in Franchise Law in 2012 and 2013 for his legal writing.
Prior to joining McCarthy Tétrault, Adam clerked for several Justices at the Ontario Court of Appeal. He received an Honours BA (with high distinction) and a JD (with honours standing), both from the University of Toronto, in 2004 and 2007.
RECENT CLASS ACTIONS
- Representing MolsonCoors in a $1.4 billion competition class action relating to the distribution of beer in Ontario (Hughes v. Liquor Control Board of Ontario, 2018 ONSC 1723)
- Representing TD Bank in national competition class actions related to licensing arrangements with Visa and MasterCard
- Representing PayPal in a $150 million national class actions relating to foreign exchange transactions and consumer protection issues
- Representing TD Bank in a national class action concerning consumer protection issues related to coin-counting machines
FRANCHISE & DISTRIBUTION DISPUTES
- Representing a national restaurant franchisor in an expedited arbitration brought by a terminated franchisee seeking permanent injunctive relief
- Assisting an international retail franchisor in an arbitration against its Canadian master franchisee to enforce non-competition and confidentiality covenants
- Ongoing representation to Bell Mobility in multi-dealer litigation concerning system changes
- Representing a national quick service restaurant franchisor in an arbitration proceeding with a multi-unit franchisee concerning territorial encroachment
- Representing a national casual dining franchisor in several statutory rescission claims under Ontario’s franchise legislation
- Advising Suzuki Canada in the discontinuation of its automotive dealer network in Canada and representation in related litigation and an arbitration commenced by the majority of its dealers
- Representing MolsonCoors in litigation to enforce certain master distribution and licensing rights in Canada (Molson Canada v. Miller Brewing Company, 2013 ONSC 2758)
OTHER NOTABLE LITIGATION MATTERS
- Representation of TD Bank before the Competition Tribunal related to licensing arrangements with Visa and MasterCard (Commissioner of Competition v. Visa Canada et al, 2013 CACT 1)
- Labatt Brewing Co. v. NHL Enterprises Canada (2011), 86 B.L.R. (4th) 190, ONCA 511, 282 O.A.C. 151, 106 O.R. (3d) 677, ONSC 5652 (successful appeal and rehearing in multiparty dispute under long-term performance contract)
RECENT FRANCHISE TRANSACTIONAL WORK
- Franchise counsel to Brookfield Asset Management in its $4.3 billion acquisition of Enercare Inc., which included franchised operations in Ontario
- Ongoing representation to numerous national franchise systems in the quick service restaurant, professional services, telecommunications and education industries, including in relation to disclosure documents, unit-level transactions and ongoing franchisee relations
- Assisting a national quick service restaurant master franchisor with negotiations concerning its Master Franchise Agreement and Unit Franchise Agreement in Canada
- Ongoing assistance to a U.S. franchisor to "Canadianize" and update its franchise agreements and national disclosure documents for its three home services brands.
- Negotiating a master franchise agreement for a client acquiring the Canadian rights to a U.S. restaurant brand; drafting the standard unit franchise agreement for Canada.
- "Franchising Country Questions: Canada-Specific Information Concerning the Legal and Commercial Issues to be Considered when setting up a Franchise" 2016 and 2017 Practical Law (co-authored with Helen Fotinos, Ron Mar, Jonathan Bitran, Dan Glover and Pierre-Jérôme Bouchard, reproduced with permission of Thomson Reuters)
- "Franchise Renewals and Transfers in Canada’s Common Law Provinces" 2015 35(2) Franchise Law Journal 237 (coauthored with M. Sohail, reproduced with permission of the American Bar Association)
- "The Legal Relevance of Bargaining Power in US and Canadian Franchise Litigation: A Comparative Perspective North and South of the Border" 2015 34(4) FLJ 571 (coauthored with D. McMullen, reproduced by permission of the American Bar Association)
- "Governing Principles and Recent Trends in the Enforcement of Restrictive Covenants in Franchise Agreements" 2015 43 Advocates’ Q 448 (coauthored with J. Dolman, R. Hall-McGuire, & T. Wentzell, reproduced by permission of Canada Law Book, a division of Thomson Reuters Canada Limited), presented at the OBA’s Annual Franchise Law Conference in Nov, 2014
- "Legal Risk Management in Franchise System Change", Focus on Franchising (OBA, 2014)
- "Common Law Treatment of Renewal Rights in Commercial Agreements: A Special Look at Franchises, Distributorships and the Duty of Good Faith" 2013 54 Can Bus LJ 178 (reproduced by permission of Canadian Business Law Journal Inc, and Canada Law Book, a division of Thomson Reuters Canada Limited), presented at the CFA’s Franchise Law Day, Jan, 2013
- "Specific Performance of Franchise and Distribution Agreements in Canada" 2012 39 Advocates’ Q 407 (reproduced by permission of Canada Law Book, a division of Thomson Reuters Canada Limited)
- "Strict Liability and Statutory Rescission of Franchise Agreements in the Ontario Court of Appeal", 2012 52 Can Bus LJ 289 (reproduced by permission of Canadian Business Law Journal Inc, and Canada Law Book, a division of Thomson Reuters Canada Limited)
- "Unilateral Assignment of Franchise Agreements in Bankruptcy" 2012 27 BFLR 723 (coauthored with J. Langford & B. MacKenzie, reproduced by permission of Carswell, a division of Thomson Reuters Canada Limited)