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Does dispute resolution take precedence over a party’s right to unilaterally terminate a commercial contract?

DISPUTE RESOLUTION PROVISION DEEMED TO APPLY AS A MATTER OF ‘SOUND COMMERCIAL PRINCIPLE’ AND ‘GOOD BUSINESS SENSE’ Bombardier Transportation Canada Inc. v Metrolinx 2017 ONSC 2372 (CanLII) ...

Can I be personally bound if I execute an agreement on behalf of my company?

‘CONFIDENTIALITY AGREEMENT’ BETWEEN TWO CORPORATIONS FOUND TO BE PERSONALLY BINDING ON AN INDEPENDENT CONTRACTOR Downey v. Ecore International Inc. 2011 ONSC 6617 (CanLII) A confidentiality ...

Under what circumstances can the choice of forum written into an agreement be superseded?

A FORUM SELECTION CLAUSE IN A COMMERCIAL CONTRACT SHOULD BE GIVEN EFFECT UNLESS PARTY CAN SHOWS STRONG CAUSE THAT THE CASE IS EXCEPTIONAL. Expedition Helicopters Inc. v. Honeywell Inc. 2010 ONCA 35...

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 Aldo Group Inc. c. Chubb Insurance Company of Canada 2013 QCCS 2006 (CanLII) A general insurance policy that cov...

Beware the Continuous Operation Leasing Clause

Leasing requires more than just a good eye for location. Your professional duties require you to provide competent services. This means you must understand the legal implications of standard...

Software Development Master Services Agreements Part IX: Acceptance of the Delivered Work in an MSA

ACCEPTANCE OF THE DELIVERED WORK For the vendor in a Master Services Agreement (MSA), acceptance of their delivered work is usually a required customer step before payment. With speci...

Software Development Master Services Agreements Part VIII: Customer Responsibilities from the Vendor’s Point of View in an MSA

CUSTOMER RESPONSIBILITIES WANTED FROM THE VENDOR We have all run into this problem at some point in our business lives: trying to get a project or task done but you have to wait on another pers...

What legal agreements should be signed before giving a project to a software developer?

You had a brilliant idea, set up your company, and now it’s finally time to make your dreams a reality and bring your product to life! When hiring a developer to help build your softwa...

Breitbart vs. Kellogg’s: When business gets politicized, terms get forgotten

Breakfast is the most important meal of the day, but you’ve probably never heard of your morning bowl of cereal “serving up bigotry at your breakfast table.” That’s what conservative news sour...

Software Development Master Services Agreements Part VII: The Term of an MSA

TERM OF A MASTER SERVICES AGREEMENT The term of a consulting agreement that is a Master Services Agreement (MSA) may be for an extended period, because the scope of work may, in fact, be a series ...

Santa's Got A Brand New Brand

Toronto’s Yorkdale Shopping Centre (“Yorkdale”) has forever changed the way we will visualize Santa Claus. Paul Mason, aka “Hot Santa”, was hired by Yorkdale to portray a modern Santa Claus....

A business deal gone Nashty: basketball legend files for gyms to stop using his name and image

Have you ever heard of Steve Nash? Sound familiar? That’s because we all know him as one of Canada’s finest, a basketball player from Victoria, B.C. who made it big in the mid-’00s p...

Software Development/Master Services Agreements Part VI: Payment Terms

DEPOSIT/RETAINER We had discussed the payment of a deposit or retainer prior to commencement of the services within Part II of this series. Once the engagement commences, invoicing made by the ve...

eBay? More like e-Bye! Court rejects unilateral termination of a $98K shoe sale

  Source Look at that pair of shoes. That is a nice pair of shoes. So nice, in fact, that while they retail for around $180, they end up reselling at twice that. There’s appare...

How do I make a “Terms and Conditions” user friendly while also protecting my legal rights?

  Terms of Use. Terms of Service. Terms and Conditions. You’ve probably never paid much attention to them, despite them being on every website you visit online. The problem with Te...

Software Development/Master Services Agreements Part V: Compensation Levers

SUCCESS FEES AND DISCOUNTS Fees discounts and/or success fees may be applied and this can either be formalized or discretionary. For example a discount may be applied in the event that the transactio...

Blog Bite: Overholding Clauses vs Surrender Clauses in a Commercial Lease

In AIM Health Group Inc. v 40 Finchgate Limited Partnership (2012) ONCA 795, the landlord ("Finchgate"), entered into a 5 year lease agreement with the tenant ("AIM"). Several months prior to...

Legal Tips & Tricks: Negotiating an Agreement should Start with a Blank Page

When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure that you are clear about your opportunities and risks.  In thi...

Software Development/Master Services Agreements Part IV: Compensation in Cash and Alternative Forms of Compensation

COMPENSATION Compensation in cash (or freely available funds, which could also mean payment by cheque, bank draft, wire transfer, email money transfer and so on) is the most common form of compensa...

MR. BREXIT, and Making Political Sense of the Implications of Brexit for Canadian Businesses.

  Donald Trump posted this tweet at 5:11 A.M. and mystified the internet. In flowed the jokes and memes, but the underlying political commentary is perhaps the best of all. If yo...

Gotta Catch ‘Em All: Pokemon Go and Your Privacy

  Unless you’re living under a rock, you’ve heard of Pokemon Go.  The mobile game which revamps the 90’s anime franchise has swept the world.  Created by Niantic, Inc., and m...

Software Development/Master Services Agreements Part III: Fee Estimates/Quoting/Fee Caps/Fixed Fee

In a previous post, we discussed how payment in a software development agreement as a Master Service Agreement (MSA) may be separated into phases and various clauses that can protect either party. Now...

Blog Bite: Can a Franchise Enforce a Restrictive Covenant Against Its Competitors?

In an interesting case for parties seeking to impose a geographic boundary on competitive operations, an Ontario Court has held that a franchisor was not entitled to enforce a restrictive covenant bec...

Commercial Leases & The Overholding Clause – How To Hold On To Your Space After Your Lease Term Ends

  Congratulations - you’re the proud owner of a business! One of the most important steps you will take in operating that business will be to lease out a space from which to sel...
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