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Under what circumstances can the choice of forum written into an agreement be superseded?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

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 Lilydale Cooperative Limited v. Meyn Canada Inc. 2015 ONCA 281 (CanLII) The Ontario Court of Appeal applie...

Does a governing law clause have any bearing in decisions about extracontractual matters?

GOVERNING LAW CLAUSE IN MARITIME SUPPLY CONTRACT USED TO DETERMINE GOVERNING LAW JPMorgan Chase Bank v. Lanner (The) [2009] 4 FCR 109, 2008 FCA 399 (CanLII) The Federal Court of Appeal used the ...

In the absence of a governing law clause, what should be taken into consideration when deciding what law will govern a contract?

GOVERNING LAW DEPENDS ON 'REAL CONNECTION' TO JURISDICTION IF THE CONTRACT DOES NOT CONTAIN A CHOICE OF LAW CLAUSE New Holland (Canada) Credit Company v. MacPherson 2003 CanLII 23201 (ON SC) In ...

How does the sophistication of parties influence the enforceability of an entire agreement clause?

ENTIRE AGREEMENT CLAUSE CAN PRECLUDE AN ACTION IN TORT FOR NEGLIGENT MISREPRESENTATION. No. 2002 Taurus Ventures Ltd. v. Intrawest Corp. 2007 BCCA 228 (CanLII) A Court in British Columbia dismis...

Can an entire agreement clause preclude a party from having to uphold general or implied duties of contract law?

ENTIRE AGREEMENT CLAUSE DOES NOT PRECLUDE IMPLIED CONTRACTUAL DUTIES Bhasin v. Hrynew [2014] 3 SCR 494, 2014 SCC 71 (CanLII) The Supreme Court of Canada held that parties are not free to exclude...

Can unconscionability render an agreement (or parts of it) unenforceable?

UNCONSCIONABILITY CAN MAKE LIMITATION OF LIABILITY CLAUSES AND ENTIRE AGREEMENT CLAUSES UNENFORCEABLE 2190322 Ontario Ltd. v. Ajilon Consulting 2014 ONSC 21 (CanLII) Limitations of liability cla...

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 Astellas Pharma Canada Inc. v. WellSpring Pharmaceutical Canada Corp. 2008 CanLII 46324 (ON SC) The interplay betwee...

What should a termination clause look like to qualify for use of the parol evidence rule?

A CLEARLY WORDED TERMINATION CLAUSE IS LIKELY TO BE ENFORCEABLE Crowe v. Saskatchewan Indian Gaming Authority Inc. 2006 SKQB 27 (CanLII) If a termination clause is clearly worded and its meaning...

Can informal talks stand in for a clear and executed assignment clause in a contract?

UNEXECUTED ASSIGNMENT CLAUSE INEFFECTIVE UNDER PPSA KJM Leasing Ltd. v. Toronto-Dominion Bank 1989 CanLII 4646 (SK QB) A conditional, incomplete or vague assignment clause will not be enforced b...

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 C.L. Hagan Transportation Ltd. v. Canadian Acceptance Corp. [19...

Can emails be considered confidential information, and therefore can come under the obligation to return or destroy?

COURT ORDERS DELETION OF CONFIDENTIAL EMAILS Pakage Apparel Inc. v. Ellis 2014 BCSC 884 (CanLII) In this case, the court implied that even though the defendants (who had been principals in the c...

Does the improper disclosure of confidential information always result in damages?

MISUSE OF CONFIDENTIAL INFORMATION DID NOT RESULT IN DAMAGES Edac Inc. v. Tullo 1999 CanLII 14868 (ON SC) Before resigning from his senior management employment position with the plaintiff, an e...

Why is it important for public bodies to establish the confidentiality of their information in a contract?

DVD TREATED AS CONFIDENTIAL INFORMATION Order F2014-15 2014 CanLII 12116 (AB OIPC) An applicant who had been unsuccessful in obtaining employment with the city of Calgary requested access to a D...

Why is it important to give notice of disclosure required by law?

EXPERT WITNESS DISQUALIFIED DUE TO CONFIDENTIALITY OBLIGATIONS TO OTHER PARTY Abbott Laboratories v. Canada (Minister of Health) 2006 FC 76 (CanLII) A motion to retain a proposed expert was dism...

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...

Apply now to Fuse, a legal tech innovation space run by A&O out of London, UK!

In the far off lands of London (yes, England), there are exciting things about to happen for innovation, and Clausehound is excited to share the details with you!   World-reno...

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 impro...

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 ...

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 a ...

What should I look for in a commercial lease?

While most commercial leases are standard, you should still be careful about what you sign. The fine print matters, and every clause is important! For example, you may find yourself locked i...

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 market...

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 going. Futurpreneur,...

Check out the HackerNest Toronto Tech Job Fair on May 27!

Getting down to business is something Clausehound is no stranger to. Wherever there’s a chance to talk or connect, we encourage involvement in the local scene and network until we can’...

Check out Open Sky Incubator’s Azure Internet of Things (IoT) Hub Workshop on May 30!

More and more, the internet of things (IoT) is finding ways to connect devices so data can be shared to better build services for people. Clausehound is similarly dedicated to sharing its ...
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