Insights
From the team.
1158 articles on contract law, deals, policy and legal technology, including the full Clausehound and DealPrep blog archives.
In the absence of a governing law clause, what constitutes a 'substantial connection' when deciding what law will govern a contract?
Substantial Connection Test Applies if Contract does not Contain a Governing Law Clause. See Lilydale Cooperative Limited v. Meyn Canada Inc. 2015 ONCA 281 (CanLII).
Does a governing law clause have any bearing in decisions about extracontractual matters?
The Federal Court of Appeal used the governing law clauses in maritime supply contracts to determine the law governing the contracts, in spite of the fact that maritime liens are extra-contractual rights....
In the absence of a governing law clause, what should be taken into consideration when deciding what law will govern a contract?
In determining what law should apply to a contract when the contract does not specifically state the applicable law, the courts will conduct an inquiry to ascertain the implied intention of the...
How does the sophistication of parties influence the enforceability of an entire agreement clause?
Entire Agreement Clause can Preckude an Action in Tort for Negligent Misrepresentation. See instant case of No. 2002 Taurus Ventures Ltd. v. Intrawest Corp. 2007 BCCA 228 (CanLII).
Can an entire agreement clause preclude a party from having to uphold general or implied duties of contract law?
The Supreme Court of Canada held that parties are not free to exclude general duties of contract law, so entire agreement clauses cannot exclude general duties related to unconscionability and honesty in...
Can unconscionability render an agreement (or parts of it) unenforceable?
Limitations of liability clauses and entire agreement clauses can be unenforceable because of unconscionability. In determining whether the clause is unconscionable a court will look at various factors such as the sophistication...
How can the language of indemnification and limitation of liability be drafted in the interest of resolving issues quickly?
Trial Required to Properly Interpret Ambiguous Limitation of Liability Clause. See instant case of Astellas Pharma Canada Inc. v. WellSpring Pharmaceutical Canada Corp. 2008 CanLII 46324 (ON SC).
What should a termination clause look like to qualify for use of the parol evidence rule?
If a termination clause is clearly worded and its meaning is clear and enforceable, the courts will likely apply the parol evidence rule with the result that a party whose contract is...
Can informal talks stand in for a clear and executed assignment clause in a contract?
A conditional, incomplete or vague assignment clause will not be enforced by the courts even between a subsidiary and parent company. A parent company that seeks to rely on the assignment of...
Can an assignor be relieved of honoring a guarantee made to an assignee in the event of a default?
Consumer Protection Legislation does not Necessarily Relieve an Assignor from the Obligation to Honour a Guarantee to Pay an Assignee. See instant case of C.L. Hagan Transportation Ltd. v. Canadian Acceptance Corp....
Can emails be considered confidential information, and therefore can come under the obligation to return or destroy?
In this case, the court implied that even though the defendants (who had been principals in the company) had obtained access to emails through the administrator's password of the company's email account,...
Does the improper disclosure of confidential information always result in damages?
This article looks into the Edac Inc. v. Tullo case to determine whether the improper disclosure of confidential information always results in damages.
Why is it important for public bodies to establish the confidentiality of their information in a contract?
This article highlights a case wherein DVD is treated as a confidential information.
Why is it important to give notice of disclosure required by law?
Drafters need to ensure that confidentiality agreements entered into with experts require the expert to give notice to the disclosing party if the expert may be called upon to give expert evidence...
Will an insurance policy cover any and all aspects of liability mentioned in an agreement?
Contractual Liability for Breach of Data Security not Covered by Insurance Policy. See instance case of Aldo Group Inc. c. Chubb Insurance Company of Canada 2013 QCCS 2006 (CanLII).
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Toronto Meets London as Smart Cities are on the Rise
Technology is developing at a quick pace, but so are cities. As cities get bigger, so too does the demand for growth in sectors like infrastructure, energy, and even niches like home...
How to Properly Sign a Contract - e-Signatures
Except for few specific circumstances, it is almost considered ancient to have parties to a contract physically meet up to a sign a contract in a boardroom. With the fast-paced lifestyles of...
Blog Bite: What is the strategic value of an 'action for declaration of non-infringement?'
This article posted on our partner site Mondaq.com reviews the case in which a golf ball manufacturer raised a complaint against Costco, who in turn brought an action for a declaration of...
Blog Bite: Why should you execute your agreement in writing if you are hiring, or have already hired, a freelance worker in NYC?
This article posted on our partner site Mondaq.com discusses the new 'Freelance Isn't Free' Act in effect in New York City, and the new requirements it establishes for all hiring parties, whether...
What should I look for in a commercial lease?
This article discusses six common clauses that you should look for before signing a commercial lease.
Simple Ways for Small Businesses to Use Content Marketing!
Logojoy, a partner organization of Clausehound’s, outlines ways that small businesses can establish themselves and get ahead in advertising in a cost-effective way through content marketing.
Successful Entrepreneurs Need to be Selfish Sometimes!
Being an entrepreneur—and a successful one at that—is a herculean effort. It might look like a lot of fun, but a lot of work goes into trying to get a new business...
Check out the HackerNest Toronto Tech Job Fair on May 27!
Links from this article: Tech Job Fair on May 27! Hackernest Getting down to business is something Clausehound is no stranger to. Wherever there’s a...