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Franchising RegulationIn Atlantic Canada, both New Brunswickand Prince Edward Island have legislationnamed the Franchises Act that substantiallydetermines the rights and obligations of theparties to a franchise agreement in thoseprovinces. For example, both pieces oflegislation impose a “duty of fair dealing” onall parties to a franchise agreement, andplace fairly onerous disclosure requirementsupon franchisors. Failing to supply adisclosure document according to the law orinadvertently including a misrepresentationin the disclosure document will expose afranchisor to statutory liability in theseprovinces.Although Nova Scotia and Newfoundlandand Labrador do not currently havefranchise legislation, courts in Canada havestated that, even in provinces where there isno legislation pertaining to franchises, afranchisor still has a duty to “act in utmostgood faith towards a franchisee.”Furthermore, in all of the Atlantic Provinces,many laws of general application will applyto franchise operations, including statutesthat deal with commercial tenancies,employment standards and personalproperty security.Regulation of Gift CardsAll of the Atlantic Provinces have enactedlegislation to regulate gift cards. NovaScotia and Newfoundland and Labradorenacted Gift Card Regulations under theirrespective consumer protection legislation,while New Brunswick and Prince EdwardIsland enacted a Gift Cards Act. All of theprovinces define “gift cards” as electroniccards, written certificates, or other vouchersor devices with a monetary value that areissued or sold in exchange for the futurepurchase or delivery of goods or services.Under the respective provincial legislation,gift cards cannot have an expiry date unlessthey are sold for a charitable purpose orissued for a marketing, advertising orpromotional purpose. Also, a person whoissues or sells a gift card must clearlydisclose, at the time the card is issued orsold, all restrictions, limitations, terms andconditions imposed in respect of the use,redemption or replacement of the gift card,as well as information about the way inwhich the purchaser or holder of the giftcard can obtain details about the gift card,including the remaining balance. Thisinformation must be provided in writing.Warranties and Consumer ProtectionAll of the Atlantic Provinces have a Sale ofGoods Act (“SGA”), and there exists a highdegree of uniformity between thejurisdictions. The SGA sets out a completeand uniform set of rules which govern allsituations where goods are bought and sold.The SGA contains implied terms as to thequality of goods, including impliedwarranties (e.g., of quiet possession and offree and clear title) and implied conditions(e.g., that the goods will be of merchantablequality, will correspond to the descriptionand will be reasonably fit for the particularpurpose for which they are acquired,provided that that purpose is made knownto the seller). Its provisions do not supplantthose of the contract, they merelysupplement them, and the legislationspecifically allows parties to explicitlycontract out of some or all of its provisions,should they wish to do so. As well, the SGAonly has application to sales of goods, andTrade and Business Conduct Regulation52