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Contract
NOTESContract is a central topic in our common law legal system. Many free-standing substantial legal topics in this website are contract-based [eg. business topics such as insurance, franchise and sale of goods), landlord and tenant (both commercial and residential), employment, private international law and more]. It's most closely related to the civil causes of action of tort and restitution (which see at the sidebar).
SUBJECTS
ADHESION CONTRACTS
Contract Cases - Adhesion Contracts
AGREEMENTS TO AGREE
Contract Cases - Agreements to Agree
ALTERNATIVE DISPUTE RESOLUTION CLAUSE
Contract Cases - Alternative Dispute Resolution (ADR)
ANNULMENT CLAUSE
Contract Cases - Annulment Clause
AMENDMENT
Contract Cases - Amendment
ANTICIPATORY REPUDIATION
Contract Cases - Anticipatory Repudiation (+)
APPEAL
An appellate 'standard of review' (SOR) is an interpretative principle that applies to a legal review (ie. an appeal or a judicial review) of a prior legal procedure such as a trial or a hearing. For contract law it is presumed that the 'basic' contract is a 'custom' contract, that is - one negotiated in good faith between the parties - as opposed to a 'standard form' contract such as a car rental, a phone contract, a bank mortgage and similar. These latter are also called 'contracts of adhesion' and they are essentially 'take it or leave it' contracts.
For these basic, 'custom' contracts the appellate SOR is that of 'palpable and overriding error' (POE), which requires that fact-findings of the lower tribunal/court will be accepted as made unless they have been made with 'palpable and overriding error' (this is also call 'deference'). While POE is the basic SOR for contracts, exceptions do apply which allow a higher standard, that of 'correctness'. Correctness does not require deference to the lower body, but rather allows the reviewing body (typically a court) to decide the subject issue itself, using their own experience and knowledge. The two main 'correctness' exceptions are for standard form contracts or where there is an 'extricable error of law'.
Contract Cases - Appeals - SOR - General (Custom)
Contract Cases - Appeals - SOR - Exceptions - General
Contract Cases - Appeals - SOR - Exceptions - Standard Contracts
Contract Cases - Appeals - SOR - Exceptions - Extricable Legal Questions
Contract Cases - Appeals - SOR - Exceptions to Exceptions
Contract Cases - Appeals - SOR - Corner Brook (SCC, 2021)
Contract Cases - Appeals - SOR - Earthco (SCC, 2024)
ARBITRATION CLAUSE
Contract Cases - Arbitration
ASSIGNMENT CLAUSE
Contract Cases - Assignment
BARTER
Contract Cases - Barter
COLLECTIVE AGREEMENTS
Contract Cases - Collective Agreements
CONDITIONS
Contract Cases - Conditions
CONSIDERATION
Contract Cases - Consideration
CONTRIBUTORY FAULT
Contract Cases - Contributory Fault
COURT-ORDERED CLAUSES
Contract Cases - Terms Conditional on Court Order
DEBT CONTRACTS
Contract Cases - Debt Contracts
DEPOSITS
Contract Cases - Deposits (+)
DISCLAIMERS
Contract Cases - Disclaimers
DISCRETIONARY TERMS CLAUSE
Contract Cases - Discretionary Terms
Contract Cases - Interpretation - Contractual Discretion
DURESS
Contract Cases - Duress
DUTIES, OF GOOD FAITH AND HONESTY
Contract Cases - Duties of Good Faith and Honesty (+)
ELECTIONS
Contract Cases - Elections
EMPLOYMENT AND RELATED
Contract Cases - Employment
Contract Cases - Employee v Independent Contractor
ENTIRE AGREEMENT CLAUSE
Contract Cases - Entire Agreement Clause
EVIDENCE
Contract Cases - Evidence
FAIRNESS
Contract Cases - A Duty of Fairness?
FORCE MAJEURE CLAUSE
Contract Cases - Force Majeure
FUNDAMENTAL BREACH
Contract Cases - Fundamental Breach
GUARANTEES
Contract Cases - Guarantees (+)
FORMATION
Contract Cases - Formation
FRUSTRATION
Contract Cases - Frustration
Frustrated Contracts Act (s.1-3)
ILLEGALITY AND SEVERANCE
Contract Cases - Illegality and Severance (+)
INTERNATIONAL SALES CONVENTION ACT
Contract Cases - International Sales Convention Act (ISCA)
International Sales Conventions Act (all)
INTERPRETATION OF CONTRACTS
[re-do below: /general and /sattva distinguish stat interpretation v contract interpretation, and appellate SOR]
General
----------- GENERAL
Contract Cases - Interpretation - General (pre-Sattva)
Contract Cases - Interpretation - General (post-Sattva)
Contract Cases - Interpretation - General (post-2020)
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Contract Cases - Interpretation - Basics (+)
Sattva
Contract Cases - Interpretation - Sattva (+)
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Supreme Court of Canada
Contract Cases - Interpretation - Sattva Capital (SCC, 2014)
Contract Cases - Interpretation - Earthco (SCC, 2024)
Principles
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Contract Cases - Interpretation - Written Contracts
Contract Cases - Interpretation - Common Sense
Contract Cases - Interpretation - Surrounding Circumstances
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Contract Cases - Interpretation - Contextual
Contract Cases - Interpretation - Ambiguity
Contract Cases - Interpretation - Contra Proferentum
Contract Cases - Interpretation - Objective Factors Only
Contract Cases - Interpretation - Commercial Principles
Contract Cases - Interpretation - Read Wholistically
Contract Cases - Interpretation - Officious Bystander
Contract Cases - Interpretation - Presumption of Consistent Expression
Specific Factors
Contract Cases - Interpretation - Pre-Contract Negotiation
Contract Cases - Interpretation - Inconsistent Terms
Contract Cases - Interpretation - Priority of Terms Reconciliation
Contract Cases - Interpretation - Post-Execution Conduct
Specific Situations
Contract Cases - Interpretation - Multiple Related Contracts
Contract Cases - Interpretation - Oral Contracts
Contract Cases - Interpretation - Corporate Documents
Evidence
Contract Cases - Interpretation - Parole Evidence (Extrinsic Evidence)
Remedies
Contract Cases - Interpretation - Implied Terms (+)
IRREVOCABLE DIRECTION CLAUSE
Contract Cases - Irrevocable Direction
JOINT VENTURE
Contract Cases - Joint Venture
LIABILITY ALLOCATION
Contract Cases - Liability Allocation
MEANING OF SPECIFIC CONTRACT TERMS
Contract Cases - Specific Term - "Final and Binding"
Contract Cases - Specific Term - "Warranty"
Contract Cases - Specific Term - "Condition"
Contract Cases - Specific Term - "Profit"
Contract Cases - Specific Term - "Sufficiently Given"
MISTAKE AND RECTIFICATION
Contract Cases - Mistake and Rectification (+) [see also: Equity - Rectification]
NON-ARM'S LENGTH
Contract Cases - Non-Arm's Length
OFFERS
Contract Cases - Offers
OPTION CLAUSE
Contract Cases - Options
PENALTY CLAUSE
Contract Cases - Penalty Clauses
PERPETUITIES
Contract Cases - Perpetuities
PRIVITY
Contract Cases - Privity
RELIEF FROM FORFEITURE
Relief from Forfeiture [cross-linked from 'Relief from Forfeiture']
REMEDIES
Contract Cases - Disgorgement
Contract Cases - Specific Performance
Contract Cases - Damages
Most damage cases for contract are located at the general Damages sidebar topics.
RESCISSION
Contract Cases - Rescission
RESTRAINT OF TRADE
Contract Cases - Restraint of Trade (+)
RIGHT OF FIRST REFUSAL CLAUSE
Contract Cases - Right of First Refusal
SALE OF GOODS ACTGeneral
Contract Cases - SOGA - General
Acceptance
Contract Cases - SOGA - Acceptance [s.34]
Acceptance by Buyer [Sale of Goods Act, s.34 (Ont)]
'Agreement to Sell', Meaning [Sale of Goods Act, s.2(1-4) (Ont)]
Auctions [Sale of Goods Act, s.56 (Ont)]
Capacity [Sale of Goods Act, s.3(1-2) (Ont)]
Conditions [Sale of Goods Act, s.12(1-3) (Ont)]
Conflict of Laws, with SOGA [Sale of Goods Act, s.57(1-3) (Ont)]
Contracting-Out
Contract Cases - SOGA - Contracting-Out [s.53]
Contracting-Out, of SOGA [Sale of Goods Act, s.53 (Ont)]
Definitions and interpretation [Sale of Goods Act, s.1 (Ont)]
Deliverable State, definition [Sale of Goods Act, s.1(4) (Ont)]
Delivery [Sale of Goods Act, s.1(1),28-32 (Ont)]
Document of Title, Definition [Sale of Goods Act, s.1(1) (Ont)]
Duties of Seller and Buyer [Sale of Goods Act, s.26-27 (Ont)]
Examination by Buyer [Sale of Goods Act, s.33 (Ont)]
Goods, Definition [Sale of Goods Act, s.1(1) (Ont)]
Goods Subject of Sale [Sale of Goods Act, s.6(1-3) (Ont)]
Good Faith, definition [Sale of Goods Act, s.1(2) (Ont)]
Implied Conditions and Warranties
Contract Cases - SOGA - Implied General
Contract Cases - SOGA - Implied General [s.13]
Implied Conditions and Warranties, General [Sale of Goods Act, s.13 (Ont)]
Contract Cases - SOGA - Implied Description [s.14]
Implied Condition, by Description [Sale of Goods Act, s.14 (Ont)]
Contract Cases - SOGA - Implied Fitness [s.15]
Implied Condition and Warranties, as to Quality and Fitness [Sale of Goods Act, s.15 (Ont)]
Impossibility [Sale of Goods Act, s.12(4) (Ont)]
Insolvency, definition [Sale of Goods Act, s.1(3) (Ont)]
Manner Contract Made [Sale of Goods Act, s.4 (Ont)]
Perished Goods [Sale of Goods Act, s.7-8 (Ont)]
Price [Sale of Goods Act, s.9(1-2) (Ont)]
Price on Valuation [Sale of Goods Act, s.10(1-2) (Ont)]
Property, Definition [Sale of Goods Act, s.1(1) (Ont)]
Property, When Passes, When (Various Circumstances) [Sale of Goods Act, s.18-20 (Ont)]
Quality of Goods, Definition [Sale of Goods Act, s.1(1) (Ont)]
Refusal by Buyer [Sale of Goods Act, s.35-36 (Ont)]
Remedies, by Action [Sale of Goods Act, s.55 (Ont)]
Remedies of Buyer [Sale of Goods Act, s.49,51-52 (Ont)]
Remedies of Seller [Sale of Goods Act, s.47-48,52 (Ont)]
Remedies, Specific Performance [Sale of Goods Act, s.50 (Ont)]
Risk, When Passes [Sale of Goods Act, s.21 (Ont)]
'Sale of Goods Contract', Meaning [Sale of Goods Act, s.1(1),2(1-4) (Ont)]
Sample, Sale by [Sale of Goods Act, s.16 (Ont)]
Unascertained Goods [Sale of Goods Act, s.17 (Ont)]
Time [Sale of Goods Act, s.11 (Ont)]
Time, is Matter of Fact [Sale of Goods Act, s.54 (Ont)]
Transit of Goods [Sale of Goods Act, s.43-44 (Ont)]
Unauthorized Sale [Sale of Goods Act, s.22-25 (Ont)]
Unpaid Seller, Lien and Other Rights [Sale of Goods Act, s.37-42,45-46 (Ont)]
Warranties [Sale of Goods Act, s.1(1),12(1-3) (Ont)]
SETTLEMENTS AND RELEASES
Contract Cases - Settlements and Releases (+)
SHAM CONTRACTS
Contract Cases - Sham Contracts
STIPULATED REMEDY CLAUSE
Contract Cases - 'Stipulated Remedy Clause'
STATUTES, CONTRACTING OUT OF
Contract Cases - Contracting Out of Statutes
STATUTES OF FRAUDS
Contract Cases - Statute of Frauds
SUCCESSOR CLAUSES
Contract Cases - Successor Clauses
TENDERING
Contract Cases - Tender (Bidding)
Contract Cases - Tender (Performance)
TILDEN v CLENDENNING
Contract Cases - Tilden v Clendenning
TIME
Contract Cases - Interpretation - Time
Contract Cases - Time is of the Essence
Contract Cases - Interpretation - 'Time Speaking'
TORT, SUING CONCURRENTLY
Contract Cases - Suing in Contract and Tort Concurrently
UNCONSCIONABILITY
Contract Cases - Unconscionability (+) [the Unconscionable Transactions Relief Act (UTRA) specifically addresses unconscionability and loans: see the 'Consumer' topic]
UNDERTAKINGS
Contract Cases - Undertakings
UNILATERAL v BILATERAL CONTRACTS
Contract Cases - Unilateral versus Bilateral
VESTED STATUTORY RIGHTS
Contract Cases - Vested Statutory Rights
WAIVER
Contract Cases - Waiver
HOME STATUTESFor website planning purposes, all proclaimed statutes (both Ontario and Federal) are 'home-located' with a single topic, the below statutes are the 'home statutes' for the Contract topic.
Ontario
Frustrated Contracts Act [fully subject allocated 22 May 2025]
International Sales Conventions Act [fully subject allocated 10 June 2025]
Sale of Goods Act [fully subject allocated 10 June 2025]
Statute of Frauds
SIMON'S POLITICS and CONTRACT
CONTRACT - WORKING. need to statreg-split (locally and foreign) all the home statutes
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