Unincorporated Associations and Trusts
February 21, 2021 By Brian Babcock Unincorporated associations are very common creatures. Most of us belong to them at some stage. Sports teams, clubs, and homeowners associations are just a few examples. You likely do not realize that in the eyes of the law, unincorporated associations do not exist. As Justice Eileen E. Gillese puts […]
Clarifying the Need for Honest Performance of Contracts
February 14, 2021 By B. Paul Jasiura The duty of honesty in the performance of a contract applies to all contracts and means “simply that parties must not lie or otherwise knowingly mislead each other about matters directly linked to the performance of the contract”. This quotation from the 2014 decision of the Supreme Court […]
Who Cares about the Duty of Care?
December 23, 2020 By Mark Mikulasik You should, if you operate a business. If you want protection from business financial losses caused by shoddy products, you better have a contract. That is the message that the Supreme Court of Canada is sending in 1688782 Ontario Inc. v. Maple Leaf Foods Inc. This case arises out of […]
Trusts vs Agency
October 16, 2020 By Brian Babcock Trusts and agency are both legal concepts about relationships. Perhaps because of this commonality, people often confuse the two. They are quite different and recognizing which relationship exists in a particular situation may be crucial to understanding what your legal rights and responsibilities might be. There are many differences. Some […]
Assignment of Contracts and Good Faith
August 21, 2020 By Brian Babcock Does an agreement that requires consent to its assignment carry with it an implied understanding that consent will not be unreasonably withheld? Commercial contracts often include a clause which requires the consent of one party to the assignment of the contract by the other party to an outsider. Where these […]
Undue Influence and Spousal Guarantees
August 19, 2020 By Brian Babcock There is not always undue influence when a spouse personally guarantees the corporate debt of their spouse’s business. A written certificate of independent legal advice is not always required to maintain the validity of the guarantee. Historically, courts have found undue influence makes a guarantee unenforceable in situations which typically […]
Taking Arbitration Clauses Seriously
June 19, 2015 By Brian Babcock Canadian courts are increasingly willing to enforce the terms of arbitration clauses in commercial agreements. Canadian businesses need to learn to take these clauses seriously. For many years, even decades, our clients did not take commercial arbitration clauses seriously, and for good reason. If a dispute arose, even if the […]
The Principle Of Buyer Beware In Contract Law
[vc_row][vc_column][vc_column_text]June 10, 2015 By Mark Mikulasik Co-Authored by Jon Clark (Student at Law, Weilers) Love them or hate them, the reality is that contracts are part of our everyday lives. For many the first experience with the law is when faced with a contract for something as simple as a cell phone or the purchase of […]
Show Some Consideration
March 27, 2015 By Brian Babcock Maybe you have read, or even signed, a document which included the magic words “In consideration of…” and wondered why that phrase appears. You should never sign a legal document if you do not understand the terms, so the first tip in this article: never be afraid to ask questions before signing contracts, […]
To Tell The Truth
[vc_row][vc_column][vc_column_text]November 26, 2014 By Brian Babcock Most people know what it means to tell the truth. Therefore, “A reasonable commercial person would expect, at least, that the other party to a contract would not be dishonest about his or her performance.” This concept is at the core of a 2014 Supreme Court of Canada decision which recognized a […]