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- As long as your contract meets the required elements and there's no legal reason not to enforce the contract, the contract will be enforceable.
Jul 29, 2021 · The SCC held that the general rules of contractual interpretation apply to releases: courts are to read the contract as a whole, giving the words their ordinary and grammatical meaning consistent with the surrounding circumstances known to the parties at the time of contract formation.
to solution of the problem posed by unilateral contracts. An offer is not to be considered unilateral unless the offeror remains passive. It is not to be considered unilateral if a promissory construction can reasonably be given. It should not be considered unilateral if
To be valid and enforceable, contracts generally require seven main elements: Offer – One party must make a clear and unequivocal offer to enter into a contract. Acceptance – The other party must accept the offer, either by agreeing to its terms or by performing the actions required in the contract.
- Introduction
- The Facts
- The SCC Decision
- Historical Context
- Key Takeaways and A Practical Comment
The Supreme Court of Canada (SCC) decision in Corner Brook (City) v. Bailey provides helpful clarification and direction respecting the interpretations of contracts. The case arises in the context of the interpretation of a release. However, it has significantly broader application and reaffirms the contextual approach to the interpretation of cont...
Bailey was involved in a motor vehicle accident and struck an employee of the City of Corner Brook. This accident resulted in two separate proceedings. In the first proceeding, the City employee sued Bailey for physical injuries (the "Employee Claim"), and in the second proceeding Bailey sued the City for physical injuries and property damage (the ...
The SCC granted the appeal and reinstated the decision of first instance. In a unanimous decision, the Court clarified that a release is subject to the same rules of interpretation as any other contract as stated in Sattva. Thus, the Court held that the court of first instance correctly interpreted the Release broadly to include the Bailey Third Pa...
Historically, the interpretation of a release has been governed by the Blackmore rule. This rule provided that the general words in a release are limited always to those matters that were specially contemplated by the parties at the time the release was given. The Blackmore rule was formulated over 150 years ago, at a time when the interpretation o...
There is no longer a specific rule of construction applicable to the interpretation of releases. The Blackmore rule should no longer be referred to, nor should the jurisprudence relying on it.A release is subject to the same principles of interpretation as any other contract.Post-Sattva, the interpretation of a contract is question of mixed fact and law. As such, it is subject to the standard of palpable and overriding error for the purposes of appellate review, except...- Contract Defined. See Canadian Abridgment: CON.I.1 Contracts — Nature of contract — What constitutes contract. A contract is a legally recognized agreement between two or more persons which gives rise to an obligation that may be enforced in the courts.
- Consensus Ad Idem. See Canadian Abridgment: CON.III.1 Contracts — Formation of contract — Consensus ad idem. Since mutuality lies at the root of any legally enforceable agreement, a contract requires a meeting of the minds of the parties on all essential matters relating to it (consensus ad idem).
- Uncertainty and Incompleteness of Terms. See Canadian Abridgment: CON.III.1.b Contracts — Formation of contract — Consensus ad idem — Certainty of terms.
- Necessity for Formal Written Contract. See Canadian Abridgment: CON.III.1.b Contracts — Formation of contract — Consensus ad idem — Certainty of terms.
Feb 1, 2023 · To enforce unilateral contracts, courts have considered the relationship between the contracts and related agreements the parties have signed to determine whether these agreements help reveal their contractual intentions.
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Unconscionability and Contractual Enforcement. Last June, the Supreme Court of Canada handed down a long-awaited decision which held that a term in a standard form contract cannot be enforced if it unfairly deprives the weaker party of its right to pursue a dispute remedy against the stronger party.
