If your business is based in the United States and you need a Canadian lawyer to review a contract, agreement, or commercial arrangement for compliance with Canadian law, you are in the right place. Practical, business-aware review by a senior Canadian business lawyer with two decades of cross-border experience.
A contract drafted in California, New York, or Texas is not automatically enforceable in Canada — and provisions that work cleanly under US state law can be unenforceable, limited, or interpreted very differently here. Canadian courts apply their own statutes, common law principles, and (in Quebec) civil law. Several specific areas regularly create surprises for US companies:
The work depends on the contract and the stakes, but a thorough Canadian review usually addresses:
The firm regularly works with:
This is a boutique business law practice — not a 500-lawyer firm. That means the senior lawyer you speak with on the first call is the lawyer doing the work. Practice principal Koby Smutylo has practiced Canadian business law for over two decades, including as senior corporate counsel to a large Canadian-based international software company managing legal teams in Ottawa, Taiwan, and Japan. He has worked with US companies of every size — from early-stage startups to public companies — and understands how US legal vocabulary and contracting conventions map (and don't map) onto Canadian law.
The firm maintains direct lines in Ontario, British Columbia, and California to make timezone overlap easy. Most engagements begin with a short, no-cost consultation to understand the matter, the timeline, and whether Smutylo Law+ is the right fit.
The work product is a practical risk read — what is enforceable, what is not, what to fix, and what to leave alone. Every revision is explained in plain language, with the underlying Canadian-law basis cited.
Most contract reviews are handled on a fixed-fee or capped-fee basis, agreed up front. For ongoing US clients, the firm acts as external Canadian general counsel — handling day-to-day Canadian legal questions without the cost of retaining a Canadian law firm for every matter.
Yes. Even if the contract is governed by US state law, having a Canadian lawyer review it is important whenever the contract has a meaningful Canadian connection — a Canadian counterparty, Canadian users, employees, or assets, sales into Canada, or performance in Canada. Canadian statutory law (privacy, consumer protection, employment, tax) can apply regardless of the choice-of-law clause, and a Canadian forum may decline to enforce certain US-law provisions.
Often, yes. A US governing-law clause does not displace mandatory Canadian statutes — privacy, employment standards, tax withholding, consumer protection, and competition law all apply regardless of what the contract says. A Canadian review identifies which Canadian rules will apply anyway and flags clauses likely to be unenforceable or read down.
Standard turnaround is two to five business days for a typical commercial contract, with rush turnaround available where needed. Initial consultation calls can usually be scheduled within a day.
Yes. Many US in-house teams use the firm as on-call Canadian counsel — getting a senior Canadian view on contracts, transactions, and day-to-day questions without retaining a large Canadian firm. Engagements can be matter-by-matter, on a monthly retainer, or as part of an external general counsel arrangement.
Most contract reviews are quoted on a fixed-fee or capped-fee basis after a brief no-cost consultation to understand the contract's length, complexity, and the depth of review needed. The fee is agreed in advance before any work begins.
Canadian common law (the regime in every province other than Quebec) is the firm's core. For Quebec civil law matters, the firm coordinates with trusted Quebec counsel as part of the engagement so US clients have a single point of contact.
Yes. The firm regularly acts as Canadian co-counsel to US law firms — providing Canadian-law expertise, opinion letters, and local input on transactions or disputes with Canadian dimensions. See the page on Canadian co-counsel for US law firms for details.
Send the contract or describe the matter. Initial consultations are short, no-cost, and lead with whether the firm can actually help.
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