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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...

Can I Exclude a Loss of Profits in My Limitation of Liability Clause?

Landing a huge contract is exciting - and risky! The stakes are high when a large proportion of your business’ resources are dedicated to an important project - especially if the contrac...

Business ‘Common Sense’ Important When Courts Interpret Limited Liability Clauses

A recent UK High Court decision, (Polypearl Ltd v E.On Energy Solutions Ltd), emphasized the importance of business common sense in interpreting a limitation of liability clause. The question was whet...

Has the Particular Liability Been Specifically Assumed, Excluded or Not Mentioned in the Apa?

Both vendors and purchasers have a strong interest in ensuring that the ownership of all liabilities has been clearly allocated by the APA. The parties should address the question: If the liabilities ...

Planning is Required to Ensure that the Consulting Agreement Contains Only Consultant-Friendly Indemnification Provisions

Indemnities originated in the construction industry where contractors had complete control of the job site, and owners required them to be responsible for any site-related problems that arose. However...
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