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July UAE: The new UAE Commercial Companies Law (the New Law) introduced changes which will affect some of the structures used by foreign investors to establish businesses in the UAE. The nature and extent of UAE foreign ownership restrictions has been the subject of political debate for a number of years. The UAE Minister of Economy has made clear that foreign ownership will be covered in a new Foreign Investment Law, which may allow wholly foreign owned companies in certain sectors of the economy. Under the new law, the requirement to appoint an agent who must be a UAE national, or a company which is wholly owned by UAE nationals, remains unchanged. Therefore, foreign companies wishing to do business in the UAE, without incorporating a new corporate entity, will still be required to appoint an agent and produce a notarised agency agreement as part of the branch establishment process. The lawmakes some important changes to the way in which a UAE LLC operates from a management and shareholder perspective. In certain cases, LLCs will want to ensure that their current memorandum of association allows them to take advantage of any new flexibility provided for in the law and takes into consideration any more restrictive amendments. Canada: Her Majesty the Queen in Right of the Province of New Brunswick v. Brad Gould Trucking & Excavating Ltd. and Bird Construction Company , 2015 NBCA 47 (leave to appeal to SCC requested) involved a contractors claim against the Province of New Brunswick for additional compensation because they discovered the rock conditions at an excavation site were harder than expected, thus requiring heavier equipment to excavate. The Court of Appeal held that the condition precedent to engage the relevant clause was not met ie “substantial difference between the information relating to soil conditions provided by the Province and the actual conditions encountered, or a substantial difference between the respondents’ reasonable assumptions of fact based on the soil conditions and the conditions encountered”. Indeed, based on the geological report provided by the Province, it was not reasonable for the contractors to assume they would only require a mechanical excavator. The report clearly stated that hydraulic rock breakers and blasting methods might be needed to complete the work. The Court of Appeal therefore found that a simple review of the Province’s report by a geological engineer would have sufficed to inform the contractors. As a result, the Province did not have to pay for the extra work performed.
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