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Contracts - Amendment. Brant Securities Limited v. Goss
In Brant Securities Limited v. Goss (Ont CA, 2025) the Ontario Court of Appeal dismissed an appeal here in the context of an amended promissory note, fresh consideration - and that "clarifying an unclear term in a contract to create certainly and avoid disputes can constitute valid consideration":[8] The motion judge correctly summarized several core principles concerning the law of consideration. He set out the long-standing principle that consideration can take multiple forms and that the law does not concern itself with the adequacy thereof. As long as there is consideration, the court leaves it to parties to form their own judgment over the adequacy thereof and to make their own bargain: Loranger v. Haines, 1921 CanLII 520 (ON CA), [1921] 64 D.L.R. 364 (Ont. C.A.). Further, as he provided, the law does not require that consideration be in the form of money, or that the economic value of the benefits provided equal or exceed the economic cost of the agreement: Techform Products Ltd. v. Wolda (2001), 2001 CanLII 8604 (ON CA), 56 O.R. (3d) 1, at paras. 24, 28; Lancia v. Park Dentistry, 2018 ONSC 751, at para. 54; see also Giacomodonato v PearTree Securities Inc., 2023 ONSC 3197, at para. 48, aff’d 2024 ONCA 437.
[9] The motion judge also correctly held that clarifying an unclear term in a contract to create certainly and avoid disputes can constitute valid consideration: Richcraft Homes Ltd. v. Urbandale Corporation, 2016 ONCA 622, at paras. 46-47.
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[13] This case is distinguishable from Hobbs v. TDI Canada Ltd., 2004 CanLII 44783 (ON CA), [2004] 192 O.A.C. 141 (Ont. C.A.), cited by the appellant, in which the court found there was no consideration where an employee entered into a subsequent “non-negotiable” agreement with the employer, and the employee was vulnerable. There was no evidence of particular vulnerability in this case and the motion judge found as a fact that the Amended Note was the product of negotiations.
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