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Business & commercial lawyers for Ontario companies
Commercial leases, business contracts, purchases and sales — Affinity Law protects the agreements your business runs on, across the GTA.
Whether you are signing a commercial lease, buying or selling a business, drafting supplier and service agreements, or bringing on a partner, we draft, review and negotiate the contracts that carry real financial weight — on a flat-fee basis wherever possible, so you know your cost before we start.
- Commercial lease review, negotiation & drafting
- Business contracts — drafting, review & supplier agreements
- Buying & selling a business (asset & share deals)
- Shareholder, partnership & franchise agreements
- Incorporation & commercial real estate
- Flat-fee options & outside general counsel
The essentials, in one place
The facts that shape most business deals — the same ones we build every contract, purchase and lease review around.
We pursue unpaid invoices and contract disputes here — fast and cost-effective.
How you buy or sell a business drives the tax and the liability — we settle it early.
Quoted before we start, so you know your legal cost with no surprises.
We flag the risks and missing protections in any agreement the other side prepared.
Articles, share structure and minute book set up correctly from day one.
We act on both sides of deals, so we know exactly where your leverage is.
Legal support for every stage of a business
Every business runs on agreements — with suppliers, customers, partners and buyers. We draft, review and negotiate those agreements for companies across the GTA, from a single commercial lease or contract review to a full business purchase or sale, always focused on protecting your money, your position and your exit. Where it helps, we act as your outside general counsel so you have a lawyer on call as you grow.
We regularly act for
Everything your business runs on
Nine areas — from a single commercial lease or contract review to buying or selling a business — handled by lawyers who do commercial and corporate work every week.
Commercial Leasing
A commercial lease is one of the largest and longest financial commitments your business makes — and it is written to favour the other side. We review and negotiate your commercial lease before you sign, catching the terms that quietly cost you money and securing the rights you will need later. Once signed, a commercial lease is very hard to change, so the time to get it right is before you commit.
- Lease review & red-flag analysis — rent and TMI, escalation, exclusivity, use, and hidden one-sided terms.
- Negotiation — free-rent periods, tenant-improvement allowances, renewal options, signage and assignment rights.
- Demolition & relocation clauses, personal guarantees — serious risks we work to cap, limit or remove.
- Assignment on a sale — securing your right to assign or sublet the lease if you sell or relocate the business.
Business Contracts, NDAs & Agreement Review
Your contracts define how your business makes money and where your risk sits. We draft and review the agreements you rely on every day — supplier and service agreements, NDAs and confidentiality agreements, non-competes, distribution and licensing deals — in plain language, built to protect you. Before you sign anything the other side prepared, we tell you exactly what it means and what to change.
- Contract drafting — service, supplier, distribution, licensing and consulting agreements built around your business.
- NDAs, confidentiality & non-competes — protecting your trade secrets, clients and people with enforceable Ontario clauses.
- Contract review before you sign — we flag unfavourable terms, missing protections and real financial risk.
- Supplier & vendor agreements — pricing, delivery, liability, indemnity and termination that actually hold up.
Buying & Selling a Business
Buying or selling a business is one of the biggest transactions an owner ever does, and the structure drives the tax and the risk. We run the deal end to end — letter of intent, due diligence, the purchase agreement, and closing — and settle the asset-versus-share question early with your accountant, so you protect the value you are paying for or walking away with.
- Asset vs. share purchase — structured with your accountant for the right tax and liability outcome.
- Due diligence — contracts, liabilities, employees, leases and regulatory matters reviewed before you commit.
- Purchase & sale agreement — reps, warranties, indemnities, holdbacks and non-competes that protect you.
- Closing — coordinating the exchange of documents, funds, leases and keys so the deal closes cleanly.
Shareholder, Partnership & JV Agreements
When two or more people go into business together, the time to agree on money, control and exits is at the start — not during a dispute. We draft shareholder, partnership and joint-venture agreements that set out who decides what, how owners are bought out, and what happens on a death, deadlock or departure, so a disagreement never becomes a crisis.
- Shareholder & unanimous shareholder agreements — decision-making, share transfers and exits.
- Buy-sell & valuation mechanics — shotgun, rights of first refusal, and how a departing owner is paid.
- Partnership & joint-venture agreements — contributions, profit sharing, governance and dissolution.
- The ‘what ifs’ — death, disability, deadlock and departure, agreed while everyone is aligned.
Incorporation & Corporate Setup
Starting on the right corporate footing saves tax, liability and headaches later. We incorporate Ontario and federal companies, set up your share structure, prepare your minute book and keep your corporate records compliant — and advise on the decisions (share classes, directors, holding companies) that affect your taxes and your ability to raise money or sell.
- Ontario & federal incorporation — articles of incorporation, Ontario Business Registry filing and NUANS name search.
- Share structure & organization — share classes, directors and officers, and founder arrangements.
- Minute books & corporate maintenance — records, annual resolutions and returns kept current.
- Reorganizations & holding companies — structured with your accountant for tax and asset protection.
Franchise Agreements
A franchise agreement is a long, one-sided contract, and Ontario’s Arthur Wishart Act gives franchisees important disclosure rights. We review franchise agreements and disclosure documents before you sign, explain what you are actually committing to — fees, territory, renewal, transfer and termination — and flag the risks that the glossy brochure does not.
- Franchise agreement & disclosure review — under Ontario’s Arthur Wishart Act framework.
- Fees, territory & renewal — royalties, marketing funds, exclusivity and what happens at renewal.
- Transfer & termination — your right to sell or exit, and the franchisor’s rights against you.
- Negotiation where possible — and a clear-eyed read on the deal before you are locked in.
Commercial Real Estate
Beyond leasing, we handle the purchase, sale and financing of commercial and investment real estate — office, retail, industrial and mixed-use. We manage due diligence, title, and closing, and coordinate with your lender so the financing and the transaction line up. Whether you are buying the building your business operates in or adding to a portfolio, we protect the investment.
- Commercial purchases & sales — agreements of purchase and sale, conditions and closing.
- Due diligence & title — searches, title review and title insurance to protect your investment.
- Commercial financing — coordinating lender requirements, security and closing deliverables.
- Buying your premises — for businesses that would rather own than lease their space.
Contract Disputes & Small Claims Court
When a deal goes wrong, how you respond in the first weeks often decides the outcome. We help you enforce your contracts and defend against claims — starting with a demand letter and negotiation, and moving to Small Claims or Superior Court only when it makes commercial sense. The goal is a fast, cost-effective resolution that protects your business.
- Demand letters & negotiation — pre-litigation leverage that resolves most disputes early.
- Breach of contract — unpaid invoices, supplier failures, and broken commercial agreements.
- Shareholder & partnership disputes — oppression, deadlock and owner exits.
- Small Claims & Superior Court — cost-effective litigation when settlement is not possible.
Outside General Counsel
Growing businesses need legal input constantly but rarely need a full-time lawyer. We act as your outside general counsel — on call for the contracts, questions and decisions that come up as you grow, at a predictable cost. You get a lawyer who knows your business and can move quickly, without the overhead of hiring in-house.
- On-call legal support — contracts, questions and quick reviews as they arise.
- Predictable cost — flat-fee or retainer arrangements instead of surprise hourly bills.
- Someone who knows your business — continuity across your agreements, deals and disputes.
- Scales with you — from a single review to full transactional and corporate support.
We know both sides of the table
We act for both buyers and sellers — though never both sides of the same deal. So when we negotiate your business purchase, your contracts or your commercial lease, we already know exactly what the other side is trying to achieve, and where your leverage is. The result is faster negotiations, fewer surprises, and terms that protect you instead of just papering the deal.
- Buyers
- Sellers
- Founders
- Franchisees
- Startups
- Investors
A clear path from first call to closing
Consultation
We learn your goal — buy, sell, incorporate, partner or lease — and map the legal, tax and financing pieces.
Structure & diligence
We settle asset-vs-share, run due diligence and searches, and coordinate with your accountant, valuator and lender.
Negotiate & document
We negotiate and draft the agreements that protect your goodwill, income and exit — in plain language.
Close
We manage conditions, the lease, records and financing through to a clean, on-time closing.
The terms that actually decide a commercial deal
Indemnities, reps and warranties, restrictive covenants, TMI and escalation, assignment rights, due diligence and the asset-vs-share decision — these are the terms that decide how a commercial deal turns out. We identify them early and resolve them in your favour, so your agreement protects your money and your position, and closes cleanly.
Flat-fee options, agreed before we start
Most contract reviews, incorporations, lease reviews and many transactions can be handled on a flat or quoted fee, agreed before work begins. We explain scope, process and next steps up front, so you can plan around predictable legal costs — with no surprises.
Discuss Fees During Your ConsultationBusiness & commercial law glossary
Plain-language definitions of the terms that decide your contracts and deals.
- Asset purchase
- Buying specific assets of a business (equipment, contracts, goodwill) rather than the company itself — often lets a buyer leave historic liabilities behind.
- Share purchase
- Buying the shares of the company that owns the business, including its history and liabilities — sellers often prefer this for the capital gains exemption.
- Shareholders' agreement
- A contract among a company's owners setting out decision-making, share transfers, buy-outs, valuation and what happens on a death, deadlock or departure.
- NDA / confidentiality agreement
- An agreement protecting trade secrets and sensitive information shared with employees, contractors, partners or prospective buyers.
- Non-compete / non-solicitation
- Restrictive covenants limiting a person's ability to compete with, or solicit the clients or staff of, your business.
- Indemnity
- A contractual promise by one party to cover the other's losses in defined situations — a key risk-allocation tool in commercial contracts.
- Due diligence
- The investigation of a target business — financials, contracts, liabilities, employees and compliance — before you commit to a purchase.
- Letter of intent (LOI)
- A preliminary, usually non-binding document setting out the key terms of a deal before the full agreement is negotiated.
- Incorporation
- Creating a corporation (Ontario or federal) to operate your business, giving liability protection, tax planning and a structure for raising money or selling.
- Outside general counsel
- An arrangement where a law firm acts as your on-call lawyer for day-to-day contracts and decisions, at a predictable cost, instead of hiring in-house.
Business & commercial law FAQs — Ontario
How much does a business lawyer or contract review cost in Ontario?
Most contract drafting and review, incorporations and lease reviews are handled on a flat fee, quoted before work begins, so there are no surprises. More complex transactions or ongoing work can be handled on a retainer or an agreed budget. We tell you the cost up front.
Do I need a lawyer to review a contract before I sign?
Yes — especially for commercial leases, franchise agreements, partnership and shareholder agreements, business purchases, and anything with significant financial exposure. A lawyer catches unfavourable terms, missing protections and risks that templates and non-lawyers miss, usually for a modest flat fee that is far less than the cost of a dispute.
Should I have a lawyer review my commercial lease?
Yes. Commercial leases are long, complex and written to favour the other side, and they fall under Ontario's Commercial Tenancies Act. We identify unfavourable terms — TMI, escalation, demolition and relocation clauses, personal guarantees, weak renewals and assignment restrictions — and negotiate them before you are locked in for years.
What's the difference between an asset purchase and a share purchase?
In an asset purchase you buy specific assets and can often leave historic liabilities behind; in a share purchase you buy the company itself, including its history, which sellers often prefer for tax reasons. The right structure depends on tax and risk, and we work it through with you and your accountant before anything is signed.
Do I need a shareholders' agreement?
If you own a business with anyone else, yes. Without one, there is often no agreed way to make decisions, value or buy out a departing owner, break a deadlock, or handle a death or disability. A shareholders' agreement sets these rules in advance and prevents the disputes that break up companies.
Can you review a franchise agreement before I buy a franchise?
Yes. Franchise agreements are long and one-sided, and Ontario's Arthur Wishart Act gives you disclosure rights. We review the franchise agreement and disclosure document, explain the fees, territory, renewal, transfer and termination terms, and flag the risks before you commit.
Do you draft supplier, service and other business contracts?
Yes. We draft and review supplier, service, distribution, licensing, NDA and consulting agreements — and can build reusable templates so your team can move quickly while staying protected. We focus on the terms that carry real financial and liability weight.
Do you draft NDAs and confidentiality agreements?
Yes. We draft and review non-disclosure and confidentiality agreements to protect your trade secrets, client lists and sensitive information — for employees, contractors, partners and prospective buyers. We make sure the scope, duration and remedies are enforceable in Ontario, not just boilerplate.
Are non-compete and non-solicitation clauses enforceable in Ontario?
It depends how they're drafted. Ontario now restricts many employee non-competes, but non-solicitation clauses, and non-competes tied to the sale of a business, are often enforceable when reasonable in scope, duration and geography. We draft and review these so they actually hold up.
Can you help me recover money or sue in Small Claims Court?
Yes. For contract disputes and unpaid invoices we start with a demand letter and negotiation, and pursue Small Claims Court (up to $35,000) or the Superior Court when needed — focused on the fastest, most cost-effective path to getting you paid.
Should I incorporate or stay a sole proprietor?
A sole proprietorship is simple and cheap to start but offers no liability protection and less tax flexibility; incorporating protects your personal assets and can save tax as you grow. The right choice depends on your revenue, risk and plans — we'll walk you through it and set up whichever fits.
Should I incorporate my business, and do you handle incorporation?
Incorporation can offer liability protection, tax planning and a cleaner structure for raising money or selling. Whether and how to incorporate depends on your situation. We handle Ontario and federal incorporations, share structure, minute books and corporate maintenance, coordinated with your accountant.
Do you act as outside general counsel for businesses?
Yes. Many growing businesses need regular legal input but not a full-time lawyer. We act as outside general counsel — on call for contracts, questions and decisions as they arise — on a flat-fee or retainer basis, so you have a lawyer who knows your business without the cost of hiring in-house.
Can you help enforce a contract or resolve a business dispute?
Yes. We handle contract disputes, unpaid invoices, supplier failures, and shareholder and partnership disputes — usually starting with a demand letter and negotiation, and moving to Small Claims or Superior Court only when it makes commercial sense. The goal is a fast, cost-effective resolution.
Do you act for both buyers and sellers?
Yes. We act on both sides of business purchases and sales (though never both sides of the same deal). That two-sided experience means we know exactly what the other side is trying to achieve and where your leverage is.
Which areas do you serve?
We act for businesses across the Greater Toronto Area and throughout Ontario, with offices in Markham, Toronto and Brampton. Flat-fee options are available on most contracts, incorporations and lease reviews, and we offer virtual and in-person consultations.
Speak with a business lawyer
Weeks from closing or just starting to plan a purchase, sale, incorporation or lease — early legal advice protects your professional and financial interests.