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Oct 20, 2017 · The courts focus on two key aspects when looking at seller’s liability: first, if the contract does not contain an “as-is” clause then seller’s misrepresentations - even if innocent - are actionable, and second, if the contract does contain an “as-is” clause then seller’s misrepresentations are only actionable if buyer can prove that the misrepresentations were made fraudulently.
Mar 11, 2024 · As a seller, having an "as-is" clause in your commercial real estate contract can protect you. You can disclose any known defects of the property to the buyer and let them have inspection rights before making an informed decision. As a buyer, having an "as-is" clause in your commercial real estate contracts can be more of a hassle.
Feb 18, 2021 · Like the duty of honest performance, this duty does not require a party to “confer a benefit” or “subordinate its interests” to the counterparty. In every case, the court must interpret the clause in the context of the contract as a whole. In this case, the majority held that Metro acted reasonably based on the words of the contract.
Feb 5, 2021 · On February 5, 2021, the Supreme Court of Canada released its decision Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District, in which it commented on and clarified the principle of good faith in contracts, a principle previously recognized by the Court in Bhasin v. Hrynew. Background.
- Good Faith and Termination For Convenience Clauses Prior to Callow
- The Allegedly Dishonest Behaviour in Callow
- The Majority’S Reasons
- The Duty of Good Faith in The Exercise of Contractual Discretion
- A Strong Dissent – What Constitutes Dishonest Behaviour
- Conclusion
The function of a termination for convenience clause is to permit the parties to bring their contractual relationship to an end without cause, as long as the right is exercised in accordance with the termination provision. The very nature of such a clause is to allow the parties to act without regard to their counterparties’ performance or interest...
In Callow, the contract at issue included a clause permitting the agreement to be terminated without cause upon 10 days’ notice. While the terminating party in Callowabided by the terms of the clause on its face, a dispute arose as to whether the right to terminate the contract had been exercised honestly and in accordance with the duty of good fai...
The majority’s decision was delivered by Justice Kasirer, writing on behalf of Justices Wagner, Abella, Karakatsanis, and Martin. In reaching its decision, the Supreme Court of Canada focused its analysis on the duty to honestly perform a party’s rights and obligations under a contract as a component of the duty of good faith in contractual perform...
Justice Brown, writing on behalf of Justices Moldaver and Rowe, delivered a thorough concurring decision. In addition to addressing the aspect of the duty of good faith relating to honesty in the performance of contractual rights and obligations, the concurring Justices commented on the duty of good faith in the exercise of contractual discretion, ...
Finally, Justice Côté delivered a strong dissenting decision, disagreeing in particular with the majority’s assessment as to how the duty of honesty in contractual performance may be breached. Justice Côté noted that the duty of honest performance creates only negative obligations, such that silence cannot be considered dishonesty without a positiv...
Given the extensive debate between the Justices of the Supreme Court of Canada, many questions remain as to the nature of the duty of honesty in contractual performance when exercising a termination for convenience clause. In addition, it remains unclear whether, and to what extent, the right to terminate without cause constitutes an exercise of di...
Nov 10, 2021 · The CCQ also prohibits non-liability clauses where there is gross or intentional fault, fraud, negligence, etc., even for contracts of mutual agreement. In this case, the Court held that “public order does not have the effect, generally, of rendering a non‑liability clause relating to a fundamental obligation in a contract by mutual agreement inoperative”. [1]
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The Contract: Potential Issues and Sample Clauses. The relationship between the Contract Lawyer or Paralegal and the contracting firm/lawyer/paralegal is contractual in nature so a written agreement is strongly recommended. The contract requires the same amount of careful drafting and review as you would give to a client's contract.
