Rarotonga, 2010

Simon's Megalomaniacal Legal Resources

(Ontario/Canada)

EVIDENCE | ADMINISTRATIVE LAW | SPPA / Fairness (Administrative)
SMALL CLAIMS / CIVIL LITIGATION / CIVIL APPEALS / JUDICIAL REVIEW / Practice Directives / Civil Portals

Home / About / Democracy, Law and Duty / Testimonials / Conditions of Use

Civil and Administrative
Litigation Opinions
for Self-Reppers

Simon's Favourite Charity -
Little Friends Lefkada (Greece)
Cat and Dog Rescue


TOPICS


Contract




NOTES

Contract 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)
-----------

---------- to DELETE
Contract Cases - Interpretation - Basics (+)
Sattva
Contract Cases - Interpretation - Sattva (+)
----------------------

Supreme Court of Canada
Contract Cases - Interpretation - Sattva Capital (SCC, 2014)
Contract Cases - Interpretation - Earthco (SCC, 2024)

Principles

-----------
Contract Cases - Interpretation - Written Contracts
Contract Cases - Interpretation - Common Sense
Contract Cases - Interpretation - Surrounding Circumstances
-----------

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 ACT
General
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 STATUTES

For 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


CAUTION

Everything on this next link is my personal politics, not law.

Simon's Politics and Contract




CONTRACT - WORKING

. need to statreg-split (locally and foreign) all the home statutes

CC0

The author has waived all copyright and related or neighboring rights to this Isthatlegal.ca webpage.




Last modified: 16-06-25
By: admin