281187913 contemporary canadian business law 10th canadian edition ebook

PREFACE This 10th Edition of Contemporary Canadian Business Law also marks its 30th anniversary providing students with a clear understanding of the legal environment for business professionals, owners and managers in Canada This text provides students with the legal knowledge and edge they require, matched to the course offerings of Canada’s universities and colleges This text covers all the core topics of business law, as well as many emerging topics, allowing instructors to design courses appropriate for the particular needs and interests of their students and business program Covering the full span of business law in the everyday commercial world, the text is divided into six parts Part introduces the law and the legal system, establishing the nature of law and its system of administration Part delves into torts, one of the oldest and most interesting areas of the law, and one that rapidly comes to the fore when business ventures cause injury to others Part looks at the heavy-lifting of commercial relationships, the law of contract, while Part examines the various forms of business organizations as well as common commercial relationships Part explores the rights and responsibilities associated with property, including intellectual property Part treats a variety of special legal rights and relationships, from consumer protection and bankruptcy to environmental law and international legal issues and obligations Contemporary Canadian Business Law adopts a learning goals approach to the law, with clear learning goals leading the way as each chapter opens In addition to clarity in development and explanation, scope, depth, interest and debate are further fuelled through use of special features These range from management advisories and checklists, to ethical questions, case summaries and topical media items that will be familiar to many students Tying it all together, review questions, mini-cases and discussion cases provide not only review, but drive home the application of legal principles and rules to business problems JAW JHW Preface xiii A STUDENT’S GUIDE Contemporary Canadian Business Law, 10th edition, offers pedagogical features to help students learn and apply the concepts found throughout the text Each chapter is organized to enhance the learning process, and includes a concise outline of the important business and legal principles relating to each topic The following will help to guide you through the text Part Openers The text is organized into six parts and each part opens with a list of the chapters that are included within the part PART THE LAW OF CONTRACT CHAPTER CHAPTER CHAPTER CHAPTER CHAPTER CHAPTER CHAPTER CHAPTER 10 11 12 13 14 An Introduction to the Legal Relationship The Requirement of Consideration Legal Capacity to Contract and the Requirement of Legality The Requirements of Form, Writing and Privacy Failure to Create an Enforceable Contract The Extent of Contractual Rights Performance of Contractual Obligations Breach of Contract and Remedies Chapter Objectives Each chapter begins with a list of its primary learning objectives This useful tool enables students to see what they should expect to learn in each chapter Chapter Objectives After study of this chapter, students should be able to: • Explain how the legal doctrine of mistake may result in the failure to create an enforceable contract • Distinguish between different kinds of misrepresentation, and the results of each • Explain the difference between undue influence and duress, and the effect of these factors on enforceability of a contract xiv Preface Case In Point Case In Point features appear in most chapters Case In Point boxes give a brief description of a recent legal decision that affects the business world, reinforcing the lessons learned in the text and the Court Decisions C A SE IN POINT A dentist moved his dental practice to a city mall, and announced the move in the local newspaper As a result, the mall placed a “welcome” advertisement in the newspaper, and a reporter interviewed him The reporter’s article described the new office, and included a photograph of the dentist When the provincial dental board became aware of this, it began disciplinary action against the dentist on the basis that the publicity violated the board’s rule which prohibited this form of advertising The dentist made an application to the provincial Supreme Court, which stayed the board’s actions against him as he had neither solicited nor paid for the article but was only exercising his freedom of expression Carmichael v Provincial Dental Board of Nova Scotia, 1998 CanLll 1773 (N.S.S.C) A Question of Ethics This box raises ethical questions for discussion with respect to particular business activities and compliance with the law This feature acts as a springboard for exploration of legal issues in business that are in today’s headline news and are timeless A QUESTION OF ETHICS Exemption clauses can allow one party to escape performance or liability while compelling the other party to perform In interpreting them, judges exercise a certain degree of social conscience If you were a judge, what persuasive factors would enter your mind in deciding to uphold such a clause, or to strike it down? Court Decisions Court Decisions convey to students the overall importance of “classic” cases in the development of the law and their continuing relevance to business today COURT DECISION: Practical Application of the Law Contract—Tender in Error—Right to Withdraw—Reliance on Tender Gloge Heating and Plumbing Ltd v Northern Construction Co Ltd., 1986 ABCA (CanLII) Gloge submitted a tender to certain mechanical work for Northern Construction Northern Construction entered into a construction contract to work on the strength of Gloge’s bid Gloge later discovered that the bid was too low and refused to the work Northern Construction was obliged to have the work done by another company but the cost was much higher Northern Construction then brought an action against Gloge for the amount of its loss, and was successful Gloge appealed THE APPEAL COURT: … The owner [of the construction project] duly accepted Northern’s tender and awarded it the work Gloge refused to perform the mechanical subcontract, so that Northern was required to make alternative arrangements by employing a subsidiary at an increase of $341,299 in the mechanical subcontract price Was Gloge’s tender revocable after close of tender? Gloge knew that Northern would select a mechanical tender and rely on it, and Gloge also knew that the tenders of the general contractors to the owner would be irrevocable for the time set out in the contract documents Perhaps these facts of themselves might justify holding the Gloge tender to be irrevocable But, in addition, the trial judge accepted certain expert evidence given at the trial by two witnesses who had been in the construction industry for many years That evidence demonstrated that it was normal and standard practice for general contractors to accept last minute telephone tenders from subcontractors, and that it was understood and accepted by those in the industry that while such tenders could be withdrawn, that such tenders must remain irrevocable for the same term that the general contractors’ tenders to the owner are irrevocable … Preface xv Front-Page Law This feature takes its inspiration from headlines in the media The authors have identified the relevant topic that relates to the news article, explained the legal/business context, and included a question for discussion FRONT-PAGE LAW Yes, our chimneys kiss We like it that way Life on a tilt: Faulty foundations on street in Beaches root of the problem Chris Goddard places a ball on his living room floor and watches as it rolls to the south side of his Beaches home This is no poltergeist at work but rather a structural problem that has left his home, and a handful of others along the southeast side of Glen Manor Drive, slightly tilted to one side “It was one of the features and characteristics that drew us to it,” he said The crookedness also had little effect on his neighbours, who were unable to resist the posh two-storey duplexes with a beach for a backyard Unfortunately, they did not put in proper foundations to counter the effects of a stream that ran below The tilt on some homes is more obvious than on others For example, Derek Ferris’s home and his neighbour’s home lean toward each other, causing his eavestrough to fit snugly underneath his neighbour’s and their chimneys to kiss Because both homes are effectively trespassing on each other’s property, owners have “encroachment agreements.” He did have some initial concerns when he first saw the place, but those worries were soon dismissed after the house was checked out by a structural engineer and given a clean bill of health “Any settlement that will take place will occur in the first few years of life,” said John Zimnoch, a sales associate with Re/Max Mr Zimnoch said the crookedness does slightly affect the value of the homes and limits the number of prospective buyers “A lot of buyers will come along and see the houses and think there is probably a structural problem,” he Your Business At Risk Most chapters open with a feature example that relates the chapter content to the management of risk in a business organization YOUR BUSINESS AT RISK Negligent acts and accidents happen Businesses must be aware of when, how, and to what degree they will be responsible for unintentional or careless acts, and to the extent that they may recover for careless acts done to them A single liability suit for an accident that could have been avoided can run to millions of dollars and may bankrupt the dreams of the owner or investors Management Alert: Best Practice These features illustrate risky situations in which business law principles can be used to avoid serious hazards or seize business opportunities MANAGEMENT ALERT: BEST PRACTICE Business managers can take concrete steps toward reducing the risk of negligence and liability • Make employee safety a genuine corporate priority • Mark products with serial numbers to allow tracking and recall Take proactive steps for safety’s sake • Document business processes into manuals for employee guidance • Document and discipline employee misbehaviour • Use appropriate warning labels • Archive customer correspondence and complaints • Participate actively in industry and professional associations to keep abreast of best practices • Devote meaningful resources to employee training • Instill pride in a job well done Refuse to reward poor performance • Keep complete production records • Record sources and dates of raw materials and supplies • Conduct in-house product testing • Record and learn from feedback and problems • Issue complete instruction manuals, documentation and registration cards to purchasers xvi Preface Clients, Suppliers or Operations in Quebec Businesses in the Common Law provinces that deal with Quebec firms will be subject to the rules imposed by Quebec’s Civil Code To emphasize this reality, the Clients, Suppliers or Operations in Quebec feature illustrates how common transactions may be treated differently in Quebec CLIENTS, SUPPLIERS or OPERATIONS in QUEBEC Most of the Common Law jurisdictions in Canada have or are moving toward a basic two-year limitation period for commencement of most civil actions (from the date at which the claimant became aware or should have become aware of the wrong) The Civil Code of Quebec, however, provides a wide array of limitation periods ranging between one year and ten years for civil actions, for action commenced in that province See CCQ, Book Eight, Prescription Checklists These numbered lists substantiate the key points in the chapter CHECKLIST FOR INTENTIONAL TORTS Was an act committed that is prohibited by Common Law? Was it intentional? Was it outside of a contract (or trust)? If the answer is “yes” to all three, an intentional tort exists Regardless, other liability may still exist under criminal law, contract law, or the law of negligence (unintentional torts) Shaded Examples Examples are shaded throughout the text to reinforce the chapter material Alport and Bush enter into an agreement that will provide a benefit for Cooke, who is not a party to the agreement Under the privity of contract rule, Cooke could not enforce the promise to confer the benefit Only the person who gave consideration for the promise could enforce the agreement However, if that person refuses to take court action, Cooke would be entitled to so The reasoning here is that if the trustee of the benefit refused or was unable to act to enforce the promise, this in turn would affect Cooke’s rights as beneficiary of the trust This would also be the case if the trustee, once in possession of the funds or benefit, refused to confer the benefit on the beneficiary Preface xvii Charts and Diagrams Charts and diagrams have been included throughout the text serving to illustrate and clarify important concepts FIGURE 11–1 FAILURE TO CREATE Law of Contract A LEGAL RELATIONSHIP AGREEMENT FLAW EFFECT ON AGREEMENT Mistake Void/Voidable Innocent Misrepresentation Voidable Fraudulent Misrepresentation Voidable Negligent Misrepresentation Voidable Undue Influence Voidable Duress Voidable ADDITIONAL RIGHTS OF INJURED PARTY Tort of Deceit END OF CHAPTER MATERIAL Chapter Summary A summary at the end of each chapter reviews the important concepts of the chapter Key Terms Within each chapter, key terms are highlighted in boldface type when they first appear, with a running glossary in the margins of the text for quick reminders For reference, there is a comprehensive list of key terms at the end of each chapter with page references for each term, and a full glossary at the back of the text Review Questions These questions assist students with their review of the chapter material Mini-Case Problems The brief mini-case problems allow the students to apply the concepts learned in the chapter Case Problems for Discussion Each chapter concludes with extensive case material that offers students the opportunity to apply the law to specific fact situations and arrive at their own conclusions as to how a case should be decided xviii Preface Weblinks Weblinks are now found online at the Online Learning Centre, mcgrawhill.ca/olc/willes Canadian courts and legislatures have recognized that public electronic access to the full text of legal judgments and statutes is an important aspect of access to justice, and virtually all are now available via the Internet Of note is the work of the Canadian Legal Information Institute (CanLII) whose Web site, www.canlii.org, provides free comprehensive access to current Canadian cases and legislation Other commercial data banks cross-reference cases in a number of different ways to permit advanced computer-accessible searches, with holdings that include an increasing number of older leading cases COMPREHENSIVE LEARNING AND TEACHING PACKAGE For the Instructor: Instructor’s Online Learning Centre (OLC) The OLC at www.mcgrawhill.ca/olc/willes includes a password protected Web site for instructors The site offers downloadable supplements, newsletters, the computerized Test Bank, PowerPoint presentations, Instructor’s Manual, and Case Citator Course Management McGraw-Hill Ryerson offers a range of flexible integration solutions for Blackboard, WebCT, Desire2Learn, Moodle and other leading learning management platforms Please contact your local McGraw-Hill Ryerson iLearning Sales Specialist for details Integrated Learning Your Integrated Learning Sales Specialist is a McGraw-Hill Ryerson representative who has the experience, product knowledge, and training to provide the support to help you assess and integrate any of our products, technology, and services into your course for optimum teaching and learning performance The Integrated Learning Sales Specialist can show you tools that will help your students improve their grades, or help you put your entire course online — your iLearning Sales Specialist is there to help Contact your local iLearning Sales Specialist today to learn how to maximize all of McGraw-Hill Ryerson’s resources iLearning Services Program At McGraw-Hill Ryerson, we take great pride in developing high-quality learning resources while working hard to provide you with the tools necessary to utilize them We want to help bring your teaching to life, and we this by integrating technology, events, conferences, training, and other services We call it iServices For more information, visit www.mcgrawhill.ca/olc/iservices Teaching, Learning and Technology Conference Series The educational environment has changed tremendously in recent years, and McGrawHill Ryerson continues to be committed to helping you acquire the skills you need to succeed in this new milieu Our innovative Teaching, Technology and Learning Conference Series brings faculty from across Canada together with 3M Teaching Excellence award winners to share teaching and learning best practices in a collaborative and stimulating environment Pre-conference workshops on general topics, such as teaching large classes and technology integration, will also be offered We will also work with you at your own institution to customize workshops that best suit the needs of your faculty Preface xix McGraw-Hill’s Create Online gives you access to the most abundant resource at your fingertips—literally With a few mouse clicks, you can create customized learning tools simply and affordably McGraw-Hill Ryerson has included many of our market-leading textbooks within Create Online for eBook and print customization as well as many licensed readings and cases For more information, go to www.mcgrawhillcreate.com Instructor’s Manual Prepared by the authors, each chapter presents the chapter objectives, chapter commentaries to assist in lecture presentation, reproductions of the figures from the text, and answers to Review Questions and Mini-Case Problems Comments are also provided for each of the Case Problems for Discussion EZ Test The test bank, which contains over 1,000 multiple-choice, true or false, and essay questions, is provided in McGraw-Hill Ryerson’s EZ Test This electronic testing program is flexible, easy to use, and allows instructors to create tests from book-specific items It accommodates a wide range of question types and instructors may add their own questions Multiple versions of the test can be created and any test can be exported to use with course management systems such as WebCT and Blackboard The program is available for Windows and Macintosh environments Microsoft® PowerPoint® Presentations This presentation system offers material that can be edited and manipulated to fit a particular course format Figures included in the text have been included in this package Case Citator The updated Case Citator presents a reference list of the most current case law divided by Canadian jurisdictions and points of law The Case Citator is organized on a regional basis and citations from recent cases relate to chapter topics It is available as a downloadable supplement from the Instructor’s Centre of the OLC For the Student: The Online Learning Centre at www.mcgrawhill.ca/olc/willes offers aids for each chapter including: Learning Objectives, Quick Quizzes, Internet Application Questions, Newsletters, Key Terms, and a Searchable Glossary xx Preface ACKNOWLEDGEMENTS Text revisions require constructive comments from users as well as from others in the academic community, and we, the authors, are grateful to many reviewers who have provided suggestions and advice to assist us in the preparation of this new edition Their feedback and comments during the review process were most appreciated, and to them we give credit for making this edition a more useful and responsive text for the business law student In particular, our special thanks go to the following reviewers who took the time to review our manuscript and provide us with their kind advice: Douglas Beatty, Lambton College of Applied Art & Technology Mark D Bridge, University of Victoria John Cavaliere, Sault College George M Cummins, Memorial University of Newfoundland John Lane, Holland College Hugh Laurence, University of Toronto Ralph Lembcke, Fanshawe College Sandra Malach, University of Calgary Gerald E Palmer, University of the Fraser Valley Jim Silvos, Mount Royal University As always, our very special thanks go to Fran Willes For all ten editions she has not only managed the many administrative details associated with the preparation of the manuscript for publication with unflagging dedication, but also used her unique management skills to organize the authors and their work to ensure that production deadlines were met Our special thanks also go to Tracey Haggert, our copy editor, for her skill, enthusiasm and professionalism in her careful editing work on the text Special thanks also go to the McGraw-Hill Ryerson staff: James Booty, Sponsoring Editor, Kamilah ReidBurrell, Developmental Editor, and Cathy Biribauer, Supervising Editor for their kind support and encouragement in the preparation of the text for publication Our thanks as well to Liz Harasymczuk, cover and interior designer, and Chris Hudson at Bookman Typesetting for their professional and thorough work on the layout and design This text provides a general outline of the current law However, the constraints imposed by the wide range of subject matter permit only a very limited treatment of what are often rapidly changing, highly specialized and complex areas of the law The text is in no way intended, and should not be used as a substitute for the advice of legal counsel in the jurisdictions concerned JAW / JHW Abbreviations xxi ABBREVIATIONS OF LAW REPORTS A & E A.C A.P.R A.R All E.R Alta L.R App Cas Atk Atl B & C B & S B.C.L.R B.C.W.L.D B.L.R Black.W (Bl.W.) C & P /Car & P C.B.R C.C.C C.C.E.I C.C.E.L C.C.L C.C.L.I C.C.L.S C.C.L.T C.C.P.B C.E.L.R C.E.R C.H.R.R C.I.P.R C.L.L.C C.L.R C.L.R.B.R C.O.H.S.C C.P C.P.C C.P.D C.P.R Ch App Ch Ch.D Co Rep Cranch D.L.R De G.F & J De G.M & G E.R E.T.R Exch F F.C F.T.R Godb Adolphus and Ellis Reports Law Reports Appeal Cases Atlantic Provinces Reports Atlantic Reports All England Reports Alberta Law Reports Law Reports Appeal Cases Atkyn’s Chancery Reports Atlantic Reports Barnewall & Cresswell Reports Best & Smith Reports British Columbia Law Reports British Columbia Weekly Law Digest Business Law Reports William Blackstone Reports Carrington & Payne’s Nisi Prius Reports Canadian Bankruptcy Reports Canadian Criminal Cases Canadian Cases in Employment and Immigration Canadian Cases in Employment Law Canadian Current Law Canadian Cases on the Law of Insurance Canadian Cases on the Law of Securities Canadian Cases on the Law of Torts Canadian Cases on Pensions and Benefits Canadian Environmental Law Reports Canadian Customs and Excise Reports Canadian Human Rights Reporter Canadian Intellectual Property Reports Canadian Labour Law Cases Construction Law Reports Canadian Labour Relations Board Reports Canadian Occupational Health and Safety Cases Law Reports Common Pleas Carswell’s Practice Cases Law Reports Common Pleas Division Canadian Patent Reporter Law Reports Chancery Appeal Law Reports Chancery Law Reports Chancery Division Coke Reports Cranch’s United States Supreme Court Reports Dominion Law Reports De Gex Fisher & Jones Chancery Reports De Gex Macnaughten & Gordon’s Bankruptcy Reports English Reports Estates and Trusts Reports Exchequer Reports Federal Reporter Federal Cases Federal Trial Reports Godbolt Reports (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (UK) (USA) (UK) I-2 Index Bailment (continued) standard of care, 388, 391 storage of goods, 390 sub-bailment, 387 warehouse storage, 390–393 Bait and switch selling techniques, 641 Bank Act, 580–581 Bankruptcy, 596 partnerships, 292 Bankruptcy and insolvency acts of bankruptcy, 600, 607–608 agency, 278 assignment, 601 assignments by law, 222 bankrupt persons, legal capacity of, 159 bankruptcy proceedings, 601–604 consumer bankruptcy summary proceedings, 607–608 directors, 317 discharge, 605–607 distribution scheme, 603–604 fraudulent preferences, 608–609 historical background, 596 necessaries, 605–606 offences, 608 petition, 602 priorities, 603–604 proposal, 601 purposes and intent of legislation, 597 receiving order, 602 Trustee, 602 unpaid suppliers, 602 voluntary assignment, 601 Bankruptcy and Insolvency Act, 236–237, 423, 596–604 Bargaining unit, 368 Barrister, 45, 46 Battery, 61, 62–64 Bid-rigging, 630, 636–637 Bill, 11 Bill of exchange, 550, 551, 553–555 acceptance of bill, 554 cancellation, 564 defences to claims for payment, 561–565 drawn bill, 554 endorsement, 554 time for payment, 554–555 Bill of lading, 392, 660–661 bailment, 392 Bill of Rights (Can.), 18 Bill of Rights (US), 14 Bill of sale, 573, 578 registration, 578 Bills of Exchange Act, 223, 551–552, 553–555, 566–567 promissory note, 559–561 Blackstone, Bona ide occupational requirements, 355 Bona ide purchase for value without notice, 576 Bonding, 617 Bonds, 574, 582–584 Book debts, assignment, 573, 579 Breach of conidence damages, 73 injunction, 73 Breach of contract, 230, 239 anticipatory breach, 245 checklist, 258 compensation for loss, 250 damages, quantum of, 252 disclaimer clauses, 247–248 exclusion clauses, effect of, 247–248 exemption clauses, 247–248 express repudiation, 244–246 fundamental breach, 247–250 implied repudiation, 246–247 injunction, 256 liability for loss, extent of, 252–253 liquidated damages, 254–255 mitigation of loss, 253–254 nature of, 244–250 quantum meruit, 250, 256–257 remedies, 250–258 restitutio in integrum, 251 restrictive covenant, breach of, 256 special remedies, 255–258 speciic performance, 255 substantial performance, doctrine of, 245–246 termination of employment, 360 warranties, breach of, 249 Breach of privacy, damages for, 67 Breach of warranty of authority, 276 British North America Act, 1867, 14, 26–27, 28, 29, Appendix “B” Brokers (insurance), 625 Brokers (customs), 652 Bulk sales, 574 Bulk Sales Act, 573 Bulk sales legislation, 584–585 Business, regulation of, 50–52 Business interruption insurance, 616 Business judgment rule for directors, 319 Business organizations agencies, 266 corporations, legal capacity of, 284 forms of, 284–285 partnerships, 285 sole proprietorship, 28 Business Practices Act, 541 Business practices and consumer protection, 533–534, 539–543 Business-related torts deceit, 74 fraudulent conversion of goods, 74 fraudulent misrepresentation, 74 restraint of trade, 73 slander of goods/title, 71–72 “But for” test in negligence, 81–82 C Canada Act, 1982, 15, 28 Canada Business Corporations Act, 138, 309, 310–311, 321–323 Canada Customs and Revenue Agency, 30 Canada Labour Code, 377 Canada Revenue Agency See Canada Customs and Revenue Agency Canada-United States Free Trade Agreement, 654–655 Canadian Bankruptcy Reports, 41 Canadian Bill of Rights, 18 Canadian Charter of Rights and Freedoms, 14, 15–22, 29, Appendix “A” aboriginal peoples, 18 collective bargaining, 371 commercial expression, freedom of, 20 democratic rights, 17 enforcement, 19–21 equality rights, 18–19 freedom of expression, 16–17, 26, 371 freedom of the press, 26 fundamental freedoms, 16–21 language rights, 18 legal rights, 17 life, liberty and security of the person, right to, 17 limits on rights, 15–16 mobility rights, 17 notwithstanding clause, 16 religious freedom, 19 right to due process, 17–18 special protections, 21–22 text of, Appendix “A” Canadian Criminal Cases, 40–41 Canadian Legal Information Institute (CANLII), 41 Canadian Motor Vehicle Arbitration Plan, 44 Canadian Patent Reporter, 41 Canadian Radio-Television and Telecommunications Commission, 55 Canon law, 9–10 Capacity to contract, checklist, 169 Carriage of goods, 396–398 Case law See Common law Causation, 81 Caveat emptor, 335, 416, 533 Certainty in common law, 13 Certiication marks, 516 Certiication of cheque, 556–558 Certiication process, 368–369 Chancellor’s Court, 10, 455 speciic performance, 255 Chancery Court, 28 Chapter 11, 599 Charge, 453–454 loating, 574 Charter of Rights and Freedoms See Canadian Charter of Rights and Freedoms Chattel mortgages, 573, 579–580 registration, 575 Chattels deined, 572 hire or rental of, 395–396 Checklist acceptance of offer, 131 agency, 279 asset purchase, 325 assignment, 223 Index bailment, 396 capacity, 169 consideration, 146 construction lien action, 588 consumer protection, 545 employment relationship, 352 enforceability of contract, 208 form, 187 franchise, 520 frustrated contracts, 235 insurance, 625 land, interests in, 443 leasehold interest, 485 legality, 169 licensing agreements, 526 mortgage, 466 negligence, 83 novation, 223 offer, 131 offer to purchase, 496 operational IT policies, 364 partnerships, 289 Personal Information Protection and Electronic Documents Act, 188 petition into bankruptcy, 604 privity, 223 professional liability, 110 prospectus, 337 public offering, 337 Sale of Goods Act, 424 share purchase, 324 shareholders agreement, 312 union certiication, 369 vicarious performance, 223 writing, requirement of, 187 Cheque, 552, 556–559 certiication, 556–558 countermanding, 557 effect of presentation, 558 endorsement in blank, 558 endorsement without recourse, 559 restrictive endorsement, 558 special endorsement, 558 uncertiied, 557–558 Chose in action, 219 Chose in possession, 219 Civil Code, 12 Civil Code of Lower Canada, 12 Civil Code of Quebec, 12, 23 Civil courts, 32–33 appearance, 35 defence to counterclaim, 36 defendant, 35 plaintiff, 35 pleadings, 35 procedure, 35–37 statement of claim, 35 trial, 37 writ of summons, 35 Class actions, 39 Click-wrap agreements, 126–127 electronic commerce, 126–127 Closing, 501–502 Co-insurance, 623 Co-operative housing corporations, 437–438 Co-ownership, 287 Codiication of the common law, 13 Collateral agreement, 184–185 Collateral warranty, 184–185 Collection agencies, 543 Collective agreements, 373–374 Collective bargaining Canadian Charter of Rights and Freedoms, 371 freedom of expression, 371 legislation, 367–369 negotiation process, 370 termination, 374 third-party intervention, 370–371 Collective bargaining legislation arbitration, 373–374 arbitration board, 373–374 bargaining unit, 368 certiication process, 368–369 collective agreement, 373–374 compulsory arbitration, 372 lockout, 371 negotiating process, 370 picketing, 371 sole arbitrator, 374 strikes, 371 Combinations, 631, 635–637 Commentaries on the Law of England, Commercial arbitration, 44 Commercial invoice (international), 661 Commercial leases, 474, 480–481 Common carrier, 397 Common law, 4, 6, 7, canon law, 9–10 certainty, 13 codiication, 13 deinition, environmental law, 668–670 equity, 10 jurisdiction of the court, 10 law merchant, 10 legality of contract, 162 precedent, privity of contract, 214 stare decisis, statute law vs., Common market, 655 Communal Courts, 175 Communication of offer, 119–120 Companies’ Creditors Arrangement Act, 598–599 Compensation for loss, 250 Competition Act, 159–160, 542, 631 See also Restraint of trade abuse of dominant position, 639 advertising, 639–641 bait and switch selling technique, 641 banks, 636 bid-rigging, 636–637 burden of proof, 642 checklist, 643 civil actions under, 641–642 combinations, 635–637 consignment selling, 639 conspiracies, 635–637 I-3 criminal offences under, 631 distribution of products, offences related to, 637–638 double ticketing, practice of, 641 exclusive dealing, 639 false advertising, 639 grants, 637 loss leader selling, 638 market restriction, 639 mergers, 634–635 misleading advertising, 639, 640, 641 monopoly activity, 634–635 multi-level marketing, 638 nature of, 632–633 price discrimination, 638 price maintenance, 638 promotional activities, 639–641 promotional allowances, 637 pyramid selling, 638 refusal to supply goods, 639 resale price, maintenance of, 638 restoration of competitive approach, 633 reviewable activities, 639 sale of products, offences related to, 637–638 services, application to, 636 special rebates, 637 strict liability, 640 tied selling, 639 Competition Tribunal Act, 633 Compulsory arbitration, 372 Compulsory licence, 513–514 Condition, 245, 249, 414 Condition precedent, 183, 231, 236 Condition subsequent, 231 Conditional sales agreement, 573, 575–579 assignment, 576–577 Personal Property Security Act, 576 registration, 576–577 repossession, 577–578 Condominium, 434–437 common elements, 434–436 description and declaration, registration, 435–436 general management, 436–437 right of lien, 437 strata title, 435–436 Conlict of interest of director, 315 Consensus ad idem, 116 Consideration adequacy of, 139–141 checklist, 146 click as, 141 contract not under seal, 138 debtor-creditor relationship, 143–144 deined, 136 donations to charity, 137 electronic agreements, 141 estoppel, 137 gratuitous promise of gift, 137 legality of, 142 nature of, 136–137 negotiable instruments, 136–137 past, 141 promissory notes, 136–137 I-4 Index Consideration (continued) quantum meruit, 142–143 seal as, 138 tender, 140, 149 third-party beneits and, 214 Consignment sale/selling, 390, 633 Conspiracy, 631, 635–637 Constitution, 8–9, 14 amending formula, 14 Canadian, 14 Charter See Canadian Charter of Rights and Freedoms Great Britain, 8–9 jurisdiction, 14–15 United States, 14 Constitution Act, 26 Construction liens See Mechanics’ lien Constructive dismissal, 360, 362 Constructive notice, 310 Constructive trust, doctrine of, 215 Consumer credit, 543–544 Consumer information, 536–537 Consumer Packaging and Labeling Act, 537 Consumer protection business practices, 533–534, 539–543 checklist, 545 collection agencies, 543 consumer information, 536–537 consumer safety, 534–539 credit granting, 543–544 credit reporting, 544 duty to warn of risks, 534–535 historical development, 532–533 itinerant sellers, 539–540 licensing regulations, 542 negotiable instruments, 566–567 product performance protection, 537–539 product quality, 537–539 registration requirements, 542 restrictive trade practices, 542 unfair business practices, 540–541 Consumer safety, 533–535 defective goods, 534–535 disclosure, 534 hazardous products, 535 minimum standards, 534 Contempt of court, 93 Contingency fees, 39 Contingent liability, 178–179 Continuous disclosure, 336, 339–340 Contract and professionals, 100–101 Contract law alteration of terms, 180 assignment of rights, 218 breach of contract See Breach of contract collateral agreement, 184–185 conditions, 249 considerations, 136–137 covenant, 175 deined, 114 development of, 114–115 discharge other than performance See Discharge of contract doctrine of implied term, 183–184 duress, 207 electronic memoranda, 176 employment contracts See Employment relationship formal contract, 175–176 frustrated contract, 232–235 incorporation of term by reference, 183 insurance contracts See Insurance intention of parties, 115–119 land, interests in, 181–182 legal capacity See Legal capacity legality, requirement of, 159–162 misrepresentation See Misrepresentation mistake, 194–200 offer and acceptance, 119–131 parol evidence rule, 183, 184–185 part performance, doctrine of, 181–182 performance of contract See Performance of contract privity of contract, 214–217 promise, 115–116, 137 public policy, 162 ratiication of contract by principal, 274–275 reasonable person, 116 restraint of trade, 162–168 seal, 138, 175–176 simple contract, 175–176 standard form, 183 terms, in writing, 182–185 third-party liability, 214–217 uberrimae idae, 204 undue inluence, 205–206 valid contract, elements of, 115 warranties, 249 writing, requirement of See Writing, requirement of Contract of sale See also Sale, contract of force majeure, 660 Contribution, 623 Contributory negligence, 89 Conversion of goods, 69, 71, 74 Cooling-off period, 540 Copyright, 72 collective societies, 525 copyright legislation, 522–523 deined, 507 electronic infringement, 523–524 historical development of law, 521–522 performing rights societies, 525 Copyright Act, 522–523 Corporate opportunity, 316 Corporate securities common shares, 313 debenture, 313 loating charge, 313 preference shares, 313 Corporation agent, 304 articles of incorporation, 304, 309 auditors, 321 business entity, operation of, 306 certiicate of incorporation, 309 charter, 304 choice of form, relevant factors, 325 closely held, 304 control, 304–305 corporate securities, 313 Crown, 308 deined, 303 derivative actions, 322–323 directors See Directors of corporations dissolution, 323 iduciary duty, 315 form of business organization, 284 general act, 309 historical development, 303–304 identiier in name, 307 incorporation process, 310–311 incorporation, methods of, 308–310 indoor management rule, 310 insiders, 314 legal capacity of, 157–158 letters patent, 308 limited liability, 305, 307 memorandum of association, 309 mortgage bonds, 313 name, 307 nature of, 304–307 oficers of, 304 purchase and sale, 315 Royal charter, 308 separate existence, 306 shareholders, 304, 306, 320–323 special act, incorporation by, 308–309 takeover bids, 345–346 taxation, 313 term of operation of business, 305–306 transfer of shares, 305 ultra vires, 309, 317 vicarious liability, 83–84 Corpus Juris Civilis, 12 Counterclaim, 36 Counteroffer, 122 Court of Appeal, 28, 33 Federal, 30 Court of Chancery, 28, 455 speciic performance, 255 Court of Common Pleas, 27–28 Court of Error and Appeal, 28 Court of General Sessions, 28 Court of King’s Bench, 27–28 Court of the Sessions of the Peace, 30 Court of the Star Chamber, 66 Courts See also Judicial system appeal, of, 28, 31, 33 Chancery, 10 church, 10 civil courts, 32–33 costs, 38–39 county, criminal courts, 30–31 See also Criminal courts development of, 27–29 ecclesiastical, 9–10 Family, 31 federal, 30 jurisdiction, 10, 29 original jurisdiction, 29 Index provincial, 30–33 rise of, 7–8 shire, Supreme Court of Canada, 30, 33 Supreme/Superior, 29, 32–33 Surrogate, 33 tax, 30 trial, 29 young offenders, 30–31 youth, 30–31 Covenant, 175 Covenant of payment, 458 Credit cards, 581–582 Credit granting, 543–544 Credit reporting, 533, 544 Credit selling, 533 Criminal Code, 62, 65, 67 interest rate, 162 Criminal Compensation Boards, 62 Criminal courts, 30–31 judgment, 35 procedure, 34–35 Crown corporations, 308 Crown ownership, 431 Crown patent, 431–432 mineral rights, 440 registration, 445 Customary law, 7, 652 Customs brokers, 652 Customs of Paris, 27–28 Customs union, 655 D Damages aggravated, 67 bailment, 397–398 breach of conidence, 73 breach of contract, 252 breach of privacy, 67 consequential, 251 consumer sales, 538 defamation, for, 67 deposit, 254 exemplary/punitive, 93 fraudulent misrepresentation, 202–203 general, 67, 92–93, 251 liquidated, 254–255 mental stress, 253 mitigation of loss, 253–254 monetary, 92–93, 251 nominal, 93 non-acceptance, for, 423 part payment, 254 punitive, 67, 93, 254, 362 reasonable foreseeability, 252–253 remoteness, 252 sale of goods, 421 special, 67, 251 types of, 251 wrongful dismissal, for, 361–363 Debenture, 313, 575, 582–584 Debtor-creditor relationship See also Security for debt assignment of debt, 221–222 consideration, 143–144 pledge or pawn of personal property as security, 398–399 security, 398–399 set-off, 221 Deceit, 74, 176, 202 agency, 277 Deceptive telemarketing, 631 Deed/transfer of land, 176, 432 Defamation, 66–69 injunction, 67 Default of mortgage, 463–465 Defective products, 85–87 Defences act of God, 91 bill of exchange, claims for payment, 561–565 fair comment, test for, 68 laches, doctrine of, 91 limitation periods, 91–92 necessity, 63 non est factum, 196–197 provocation, 63 release, 91 self-defence, 63, 64 waiver, 91 Demand for particulars, 36 Deposits, 177 damages, 254 leasehold interest, 479 leases, 479 Sale of Goods Act, 186 sale, contract of, 408 Derivative actions, 322–323 shareholders, 322 Directors of corporations, 304 bankruptcy, 317 business judgment rule, 319 conlict of interest, 315–316 due diligence, 318 duties, 313–316 environmental damage, liability for, 674–675 iduciary duty, 314, 315 iduciary relationship, 313–316 incorporation, 310–311 outside directors, 319 personal liability, 317–318 responsibilities, 313–316 restrictions on powers of, 312 secret proits, duty to disclose, 314–315 Discharge, 605–607 mortgage, 460–461 Discharge of contract, 230 act of God, 231 agreement to discharge, 237–239 breach of contract, 239 condition precedent, 236 condition subsequent, 231 express terms, 231 external events, 231–235 force majeure clauses, 231 frustration, doctrine of, 232–235 implied terms, 231–232 laches, doctrine of, 237 material alteration of terms, 238 I-5 merger, 237 novation, 238 operation of law, 236–237 partial destruction of goods, 231 performance, by See Performance of contract substitute agreement, 239 terminate, option to, 231 waiver, 237 Disclosure consumer safety, 534 continuous, 336, 339–340 credit reporting, 544 electronic iling, 340 material fact, in insurance, 620–621 policy behind legislation, 339–340 prospectus, 336–337 Discovery, 36 Discrimination in employment relationships, 355 Discriminatory promotional allowances, 630 Dissolution (partnership), 292–295 Distinctive guise, 516 Distrain/distress, 482 Distribution scheme, 603–604 Dividends, taxation of, 313 Divisional Court, 33 Doctrine of constructive notice, 310 Doctrine of corporate opportunity, 316 Doctrine of implied term, 183 Doctrine of laches, 91 Doctrine of substantial performance, 257 Dominant position, 634 Dominant tenement, 438 Dominion Law Reports, 40 Door-to-door sellers, 533, 539–540 Dorfman, Irwin, Double ticketing, practice of, 641 Draft, sight, 660 Drunken persons, legal capacity of, 156–157 Due diligence of directors, 318 Dumping, 651 Duress, 207, 564 assignment, 221 negotiable instruments, 562 Duty not to injure, 80–81 Duty of care manufacturers, of, 85–87 professionals, of, 101–102 proximate cause, 81 variance in, 84 warn of risks to consumers, 533–535 Duty of fair representation, 375 Duty to accommodate, 354–355 employment relationships, 354–355 E E-Biz law See Electronic commerce Easements, 438–439 survey, 498 Ecclesiastical Courts, 175 Electronic commerce click-wrap agreements, 126–127 jurisdiction, 125–126 Electronic memoranda, 176 I-6 Index Employer, vicarious liability of, 64 Employment administrative law, 53–54 non-culpable dismissal, 233 restrictive covenants, 166–168 Employment relationship See also Labour law age discrimination, 355 agency relationship vs., 352 bona ide occupational requirements, 355 checklist, 352 compensation, 356 contract of employment, 349–350 cyber-law, 363–364 degree of control, 350 discrimination, 355 duty to accommodate, 354–355 employee’s injuries, liability for, 366 employee, duties of, 357–358 employer liability to third parties, 365–366 employer misrepresentation, 364 employer, duties of, 353–356 equal pay, 356 form of contract, 352–353 fourfold test of employment, 350 human rights legislation, 353–354 indeinite hiring, contract of, 353 independent contractor, 350 mandatory retirement, 355 nature of, 350–352 organization test, 350 reinstatement, 363 restrictive agreements, 166–168 Statute of Frauds, 352 termination of, 358–359 test for, 350 wrongful hiring, 364 Employment standards laws, 354 Encroachments, 442 survey, 498 Endorsement, 552, 558–559 bill of exchange, 554 blank, in, 558 insurance, 618 promissory note, 560 qualiied, 559 recourse, without, 559 restrictive, 558 special, 558 Enforceability of contract, checklist, 208 Engineers, 108 English Reports, 40 Environmental assessment, 673–674 Environmental audit, 497–498, 676 Environmental law common law, at, 668–670 directors’ liability, 674–676 due diligence, 675, 676 hazardous products, 674–675 legislation, 670–675 penalty for offences, 674–676 polluter pays principle, 671, 672, 673 precautionary principle, 671 stakeholder approach, 671 sustainable development, 671 Environmental responsibility, 675–676 Equal pay, 356 Equitable assignments, 219 estoppel, 145 mortgage, 145 relief, 455 Equity, 10 Equity of redemption, 456 Escheat, 431, 432 Estates Court, 33 Estates in land, 431–438 co-operative housing corporation, 437–438 condominium, 434–437 deed of land, 432 escheat, 432 fee simple, 431–432 land, interests in See Land, interests in leasehold estate, 434 real property See Real property remainderman, 433 Estoppel, 145, 271, 287 agency by, 271–274 consideration, 137 equitable, 145 Eviction, 482 Evidence, 36–37 Examinations for discovery, 36 Excessive noise, 668 Exclusionary clauses, 533 Exclusive dealing, 633 Exculpatory clause, 388 Executors, contracts by, 177–178 Executory promises, 176 Exemplary/punitive damages, 93 Exemption clauses, 247–248 Expert witnesses, 37 Export Development Corporation, 657 Export of goods, 652–653 Express repudiation, 244–246 Express terms, 231 Expropriation, 432 F Fact, mistake of, 195–196 Factoring of receivables, 222 Fair comment, 66, 68 False advertising, 630 False imprisonment, 62, 65 Family Courts, 31 Federal Court of Appeal, 30 Federal courts, 30 Fee simple, 431–432 Fictitious agency, 276 Fiduciary, 101, 314 Fiduciary duty corporations, 315 director, 314, 315 professionals, 101–102 relationship, 101, 270, 313–316 Fire insurance, 614–615 First Nation bands, legal capacity, 158 Fixtures, 430, 443–444, 481 Floating charge, 313, 574, 582–584 Food and Drugs Act, 535 Force majeure, 231, 660 contract of sale, 660 Force majeure clause, 231 Forcible coninement, 65 Foreclosure, 455, 463–465, 574 Foreign distribution agreements, 658–659 Foreign Extraterritorial Measures Act, 656 Foreseeability, 81 Forgery, 563 negotiable instruments, 562 Form, checklist, 187 Formal contract, 175–176 Fourfold test, 350 Franchises, 520 checklist, 520 Fraud assignment, 221 market, on the, 341–342 negotiable instruments, 562, 564 requirement of writing, 176–177 Fraudulent conversion of goods, 74 Fraudulent misrepresentation, 202 See also Misrepresentation; Negligent misrepresentation agency, 277 partnerships, 289 Fraudulent preferences, 608–609 Free trade area, 655 Freedom of commercial expression, 20 Freedom of expression, 16–17 Frustrated contracts, 232 checklist, 235 Frustrated Contracts Act, 234–235 Frustration, doctrine of, 232–235 Full disclosure insurance, 204 partnership, 204 Fundamental breach, 247–250 Fundamental freedoms, 16–21 G General act corporation, 309 General Agreement on Tariffs and Trade (GATT), 653, 654 General damages, 67, 251 General partner, 295 Goods See Sale, contract of; Sale of Goods Act Goodwill, 163 Gratuitous bailment, 388–390 Gratuitous promise, 137 Guarantee, 178–179 requirement of writing, 178–179 Statute of Frauds, 178–179 Guarantees Acknowledgement Act, 178 H Hazardous Products Act, 535, 675 Health and safety legislation, 353–354 Hearsay evidence, 37 Helms-Burton Law, 656 High Court of Justice, 29 Hire-purchase agreement, 573, 575–576 Hold-back, 587 Index Holder, 552 Holder in due course, 552 Holmes, Oliver Wendell, Human rights legislation, 354–355 See also Canadian Charter of Rights and Freedoms Hypothec, 454 I Implied term(s), 183, 231–234 Importation of goods, 650–652 Incapacity and agency, 278 Income trusts, 295 Incorporation, 308–310 Indemnity for loss, 622–624 Independent contractor, 350 Independent legal advice, 206 Indoor management rule, 310 Industrial designs, 525–526 Industrial Revolution, 85 Infant, 151 See also Minors, legal capacity of Informed consent, 103 Infringement, 514 Injunction, 73, 88, 93, 256 breach of conidence, 73 defamation, 67 pollution, for, 669 riparian rights, 441 Injurious falsehood, 71, 72 Innkeepers, 399–400 Innocent misrepresentation, 200–201 Inns of Court, 45–46 Insane persons, legal capacity of, 156–157 Insider trading, 54, 342–344 Insolvency, 596 Insurable interest, 619–620 Insurance adjusters, 625 agents, 624–625 brokers, 625 business interruption, 616 checklist, 625 co-insurance, 623 contract legality, 160–161 contribution between insurers, right of, 623 endorsement, 618 ire, 614–615 forms of, 614–617 full disclosure, 204 historical development of law, 613–614 indemnity for loss, 622–624 insurable interest, 619–620 international sale, 661 key personnel, 616 leasehold interests, 480–481 liability and negligence, 615–616 life, 614–615 material fact, nondisclosure, 620–621 mortgage, 459 nature of contract, 618–621 no-fault, 618 parties to contract, 624–625 policy, 618 premium, 618 repair, 622 rider, 618 salvage, 622 sickness and accident, 615 special types, 616 standard form, 618 subrogation, 622 term, 615 title, 616 utmost good faith, 203 wager vs., 618 Intellectual property copyright, 521–525 franchises, 520 industrial designs, 525–526 patents, 509–514 trade marks, 515–519 Intention to be bound, 115 Intentional interference assault, 62–64 battery, 62–64 conversion of goods, 69, 71 defamation, 66–69 false imprisonment, 65 land and chattels, with, 69–71 libel, 66–69 negligence vs., 80 person’s reputation, with the, 66–69 person, with the, 61–69 self-defence justiication, 65 slander, 66 trespass to land, 69–70 Interest rates, unconscionable, 162 International business law arbitration, 662–664 bill of lading, 660–661 Canada-United States Free Trade Agreement, 654–655 choice of law, 661–662 commercial invoice, 661 contracts of sale, 660–662 enforcement of arbitration awards, 663–664 export of goods, 652–653 foreign distribution agreements, 658–659 importation of goods, 650–652 insurance, 661 joint ventures, 659 licence agreements, 659 North American Free Trade Agreement (NAFTA), 654–656 trade regulation, 653–657 World Trade Organization (WTO), 653–654 International trade agreements, 656–657 Internet See Electronic business law Invitation to business, 118 Islamic law, 21 Issuers, 337 Itinerant sellers, 533, 539–540 J Joint and several liability, 288, 582 partnerships, 288 Joint tenancies, 445 I-7 Joint ventures, 297 international, 659 Judgment, 35 Judicial appointment process, 45–46 Judicial review, 56 Judicial sale, 465 Judicial system action, in, 34–37 administrative tribunals, 41–42 alternative dispute resolution (ADR), 42–44 federal courts, 30 judicial appointment process, 45–46 law reports, 40–41 legal profession See Legal profession procedures, 34–37 provincial courts, 30–33 structure of, 29–34 Jurisdiction, 29 acceptance, 124–126 electronic commerce, 125–126 offer, 125–126 Just cause, 360 wrongful dismissal, 360 K Key personnel insurance, 616 Kidnapping, 62 Kyoto Protocol, 677 L Labour arbitration, 44 Labour law See also Trade unions administrative law, 53–54 collective agreement, 373–374 collective bargaining legislation See Collective etc deined, 367 historical development, 367 union-member relationship, 375–377 Laches, doctrine of, 91, 237 Laissez-faire, 533, 631 Land Crown ownership, 431 escheat, 431 freehold, 431 reversion, 431 Land, interests in, 181–182 adverse possession, 441 checklist, 443 dominant tenement, 438 easements, 438–439 encroachments, 442 estates in land See Estates in land fee simple, 431 ixtures, 430 historical development of law, 430–431 mineral rights, 440 possessory interests in land, 441–442 prescriptive right of easements, 438–439 privity of contract, 215 proit a prendre, 440 real property See Real property restrictive covenant, 439–440 right of way, 438 I-8 Index Land, interests in (continued) riparian rights, 440–441 servient tenement, 438 tenure, 431 title, 616 Land-development, mortgage, 466–467 Land Titles and charge, 453–454 Land Titles System, 447 Landlord and tenant See Leasehold interests Lapse of offer, 127–128 Law business and, classiication of laws, 22–23 common, See also Common law contract See Contract law deinitions, development of, 6–7 functions of, learning the, 2–3 mistake of, 195 nature of, 3–4 operations of, 236–237 private, 22 procedural, 22 public, 22 role of, 5–6 Roman, rule of, 7–8 sources of, 8–10 substantive, 22 tort See Tort law Law Merchant, 10, 136, 406 Law reform, 27–29 Law reports, 40–41 Lawyers, 107–108 Lease, 473 damages, 479 deposit, 479 destruction, 479 minor, 475 periodic tenancy, 477 repudiation, 476 requirement of writing, 176–177 reversion, 474 security deposit, 479 Statute of Frauds, 476 sublease, 477 subtenancy, 477 sufferance, at, 477 term certain, 476 time for payment, 479 under-tenancy, 477 will, at, 477 writing, requirement of, 475 Leasehold estate, 434 Leasehold interests action on the covenant, 481 assignment, 480 checklist, 485 commercial, 474, 478, 480–481 damages, 479 deined, 473 deposit, 479 destruction, 479 distress, 482 eviction, 482 ixtures, 481 historical development, 474–475 insurance, 480–481 landlord’s rights on breach, 481–482 landlord, rights and duties, 478–481 lease, 473 lessee, 473 lessor, 473 quiet possession, 479–480 re-entry, 482 rent, 478 repairs, 480 requirement of writing, 475 reversion, 474 security deposit, 479 shopping centre leases, 486 Statute of Frauds, 474 sub-tenancy, 477 sublet/subletting, 477, 480 surrender, 484 taxes, 480–481 tenancy, creation of, 475–477 tenant’s rights for breach, 483–484 tenant, rights and duties, 478–481 tenant-in-chief, 477 termination of lease, 484–485 time for payment, 479 writing, requirement of, 475 Legal capacity bankrupt persons, 159 corporations, 157–158 drunken persons, 156–157 First Nation bands, 158 insane persons, 156–157 labour unions, 158 minor or infant, 151–156 Legal incapacity and agency, 278 Legal mortgage, 456 Legal profession attorney, 45 barrister, 45, 46 real estate transaction, in, 499–502 role of, 46–47 solicitor, 45, 46 Legality, checklist, 169 Legality of contract enforceability of illegal contract, 159 public policy, 162 statute law, 159–161 Lessee, 473 Lessor, 473 Letters patent, 157, 308 Lex Romana, Liability assumed, 178–179 bailment, 388, 391 bills of exchange, parties to, 555–556 contingent, 178–179 directors of corporation, 317–318 duty not to injure, 81–82 duty of care See Duty of care employee’s injuries, for, 366 foreseeability, 81 innkeepers, 399–400 insurance for negligence, 615–616 limited, 305 limited liability partnership, 286, 296–297 loss, extent of, for, 252–253 manufacturer’s, 85–87 negligence See Negligence occupier’s, 85 partnerships, 288–289, 293–295 principal, 270 proximate cause, 81 remoteness, 252 strict liability, 83 third party See Privity of contract unintentional injury, liability for, 81–82 vicarious liability, 83–84, 365–366 Liability and negligence insurance, 615–616 Libel, 66–69 Licence, 389 agreements, 526–527 licensing, checklist, 526 licensing regulations, 542 Lien, 392, 395, 422, 574 hold-back, 587 Life estate, 432–434 Life insurance, 614–615 third-party rights, 216 Limitation Act, 237 Limitation periods, 91–92 Limited liability partnership, 286, 296–297 liability, 296–297 Limited partner, 296 Limited partnerships, 295–296 Liquidated damages, 254–255 Liquidation, 599 Location of transaction, 124–126 acceptance, 124–126 offer, 124–126 Lockout, 371 Loss, mitigation of, 253–254 Loss leader selling, 638 M Magistrate’s Court, 29, 30, 34 Magna Carta, 18 Mandatory retirement, 355 Manufacturer’s liability, 85–87 Maritime Reports, 40 Market fairs, 406 Market restriction, 633 Master and Servant Act, 349 Material alteration, 238 Mechanics’ liens, 573, 586–588 Mediation, 42–44 consumer sales, 538 Meeting of the minds, 116 Memorandum of association, 309 Mens rea, 34 Mental incapacity in partnerships, 293 Merchant guilds, 175 Merchantable quality, 416–417 Merger, 237, 630, 634–635 Mineral rights, 432, 440 Crown patent, 440 Minimum wage, 354 Index Minor agency, 278 lease, 475 repudiation, 288 statutory protection, 155 Minority shareholders, 312, 321–323 Minors, legal capacity of criteria for necessary, 152 enforceability of contract for nonnecessary goods, 151–152 fraud on part of infant, 154 fraudulent misrepresentation as to age, 153–154 infant, deined, 151 minors engaged in business, 155–156 negotiable instruments, claim for payment, 563 parent-infant relationship, 156 ratiication, 154 repudiation, 151–152 statutory protection of minors, 155 Mischief, 65 Misrepresentation damages, 202–203 employer, 364 fraudulent, 74, 153–154, 200–201, 202–203 material fact, in insurance, 620–621 negligent, 104–105, 204–205 non-disclosure, by, 203–204 rescission, 200, 203 statement of fact vs opinion, 200–201 Mistake deined, 194–195 error in written agreement, 197–200 existence of contract subject matter, 195 fact, of, 195–196 failure to notify of errors, 197–198 identity of parties, 195–196 law, of, 195 mutual, 197–200 non est factum, 196–197 unilateral, 197–200 Mitigation of loss, 253–254 Mobility rights, 17, Appendix “A” Monetary union, 656 Monopolies, 630, 631 Monopoly activity, 634–635 Moots, 45 Mortgage acceleration clause, 463 assignment of, 461 assumption, 462 building, 467 business applications, 466–468 charge, 453–454 checklist, 466 covenant of payment, 458 default, 463–465 deined, 453 discharge, 460–461 duties of parties, 458–460 equitable, 145, 456 equity of redemption, 456 foreclosure, 463–465 historical development of law, 454–456 hypothec, 454 insurance, 459 judicial sale, 465 land-development, 466–467 legal, 456 nature of, 456–458 possession by mortgagee, 465 power of sale, 463–465 priorities, 458 promissory notes, 466–467 right to redeem, 456 rights of parties, 458–460 sale of mortgaged property, 461–462, 463–465 special clauses, 460 taxes, payment of, 459 waste, 460 Most favoured nation status, 653 Motion, 11 Motor Vehicle Safety Act, 536 Multi-level marketing, 638 Mutual mistake, 197–200 N National treatment, 653 Natural justice, 57 Necessaries, 605–606 criteria for, 152 Negligence, 61 bailment, 388 “but for” test, 81–82 checklist, 83 contributory, 89 dangerous premises, 87 duty of care See Duty of care insurance, 615–616 intentional interference vs., 80 negligent misrepresentation, 104–105 professional, 99–105 res ipsa loquitur, 84 volenti non it injuria, 89 Negligent misrepresentation, 104–105, 204–205 Negotiable instruments, 223, 550 assignment, 562 bearer, 552 bill of exchange See Bill of exchange cancellation, 564 cheque, 552, 556–559 consideration, 136–137 consumer bills, 566–567 consumer notes, 566–567 consumer protection legislation, 566–567 defect of title defences, 564 defences to claims for payment, 561–565 deined, 550 delivery, lack of, 563 duress, 562 endorsement, 552 forgery, 562, 563 fraud, 562, 564 fraud as to nature of instrument, 564 historical development of law, 553 holder, 552 I-9 holder in due course, 552 incomplete, 563 material alteration of, 564 minors, legal capacity of, 563 negotiability, 552 non est factum, 564 payment before maturity, 565 personal defences, 565 promise to pay, 559 promissory note, 552, 559–561 release, 565 set-off, 562, 565 undue inluence, 562 Negotiation process in collective bargaining, 370 No fault insurance, 618 Noise, 668 Nominal damages, 93 Non est factum, 196–197 negotiable instrument, 564 Non-culpable dismissal, 233 Non-disclosure, 200 Non-disclosure agreement (NDA), 508 Norman Conquest, North American Free Trade Agreement (NAFTA), 654–656 Notice offer, 117 termination of employment, 360 wrongful dismissal, 360 Notice of dissolution of partnerships, 292 Novation, 218, 238 checklist, 223 Nudum pactum, 129 Nuisance, 87–89, 432, 668, 680 O Occupational health and safety, 353–354 Occupier’s liability, 85 trespassers, 85 Offer acceptance, 118 See also Acceptance of offer checklist, 131 communication, 119–120 deined, 119 effect and timing, 126–127 jurisdiction, 125–126 lapse, 127–128 location of transaction, 124–126 nature of offer, 119 notice, 117 notice to offeror, 117–118 public at large, to, 117–118 real estate transactions, 495–496 revocation, 128–120 time of, 118–119 Offer to purchase checklist, 496 real estate agent, 495 Oficers of corporation, 304 Ontario Labour Relations Act, 42 Ontario Reports, 40, 41 Ontario Securities Commission, 54 Operation of law, 236–237 I-10 Index Option, 129 Order of replevin, 93 Organization of Petroleum Exporting Countries (OPEC), 656 Organization test, 350 Outside directors, 319 P Parent-infant relationship, 156 Parking lots and bailment, 393–394 Parol evidence rule, 183, 184–185 Part performance, doctrine of, 181–182 Partial destruction of goods, 231 Partnerships admission of new partners, 289 agents, partners as, 287 assets, division on dissolution, 293 assignment, 289 bankruptcy, 292 checklist, 289 contract of utmost good faith, 291 death, 292 debts, on dissolution, 293 deiciencies in capital, liability for, 293–295 deined, 285 dissolution, 292–295 duties of partners, 290–292 estoppel, third party view, 287 ixed term, 293 form of business organization, as, 285 fraudulent misrepresentation, 289 full disclosure, 204 historical development, 285–286 infants, 288 insolvency, 292 joint and several liability, 288 liability for partners’ acts, 288–289 limited liability, 286 limited partnership, 295–296 mental incapacity, 293 minors, 288 minors, legal capacity of, 155 nature of, 286–288 net proits, sharing of, 286 notice of dissolution, 292 proits, sharing of, 286 registration, 297–298 retirement of partner, 289 rights of partners, 290–292 sharing of net proits, 286 societé en commandite, 295 taxation, 296 torts, 290 utmost good faith, 204 vicarious liability, 83–84, 290 Partnerships Act, 287, 290–292, 306 Passing off, 72 Patents, 72, 507 agents, 511 claims statement, 511 compulsory licenses, 513–514 deined, 507 foreign patent protection, 513 historical development of law, 509–510 infringement, 514 legislation, 510 period of protection, 513 pharmaceutical products, 514–515 procedure, 510–512 Pawn of personal property, 398, 573 Perfection, 575 Performance of contract discharge other than by See Discharge of contract extent of performance, 227–230 nature of performance, 227–230 speciic performance, 229 tender of payment, 228–229 tender of performance, 229–230 tender of performance of an act, 229 Periodic tenancy in lease, 477 Perjury, 176 Personal information, 188 Personal Information Protection and Electronic Documents Act, 121, 187 checklist, 188 Personal Property Security Act, 574 conditional sales agreement, 576 Petition into bankruptcy, 602 Picketing, 371 Plagiarism, 72, 523 Pleadings, 35 Pledge, 573 Pledge of personal security, 398 PMSI See Purchase money security interest Polluter pays principle See Environmental laws, polluter pays Pollution, 669 stakeholder approach, 671 Possessory interests in land, 441–442 Post box rule, 121 Power of attorney, 176, 268 Power of sale, 463–464 PPSA See Personal Property Security Act Precautionary principle, 671 Precedent, Predatory pricing, 631, 633 Preliminary hearing, 34–35 Prerogative Courts, 28 Prescriptive right of easement, 438–439 Price discrimination, 630–631, 638 Price ixing, 631, 632 Price maintenance, 638 Prima facie, 162, 163 Principal, 266 liability of, 270, 271, 277 ratiication of contracts, 274–275 relationship of agent, 269–271 undisclosed, 277 Priorities bankruptcy, 603–604 bankruptcy and insolvency, 603–604 mortgagees, between, 458 mortgages, 458 security for debt, 589 Privacy, 187 Private law, 22 Privileges and rights, Privity of contract beneits to third parties, 215 checklist, 223 common law, at, 214 consideration and, 215 constructive trust, doctrine of, 28 enforcement of rights, 215–216 exception to rule, 216–217 land, 215 seal, 216 statutory rights, 216 vicarious liability, 219–220 Probate Court, 28, 33 Procedural law, 22 Procedure and administrative law, 53 Proclamation, 11 Product liability, 86 Product performance protection, 537–539 Product quality, 537–539 Professional Associations, 100 Professional liability, 80 checklist, 110 Professional standards, 100 Professionals contract, 100–101 contract legality, 161 deined, 99 duty of care, 101–105 iduciary duty of care, 101–102 informed consent, 103 reasonable person, 102 relationship with client, 101–102 standard of care, 102 standards not conspiracy, 636 Professions regulation, 51–52 self-governing, 51–52 Professors, 110 Promise to pay, 559 Promissory estoppel, 145 Promissory note, 552, 559–561 acceleration clause, 561 Bills of Exchange Act, 559–561 consideration, 136–137 endorsement, 560 installment payments, 560–561 presentation, 560 Promissory notes, 550 mortgage, 466–467 Prompt offering qualiication, 338 Property and Civil Rights Act, 28 Property rights, 22 Proposal, 601 Prospectus, 336–337 checklist, 337 exemptions, 338 Provincial Courts, 29, 30–33 Provincial Supreme Court, 30 Provocation, 63 Proximate cause, 81 Proxy, 344 Proxy and proxy solicitation, 344–345 Public law, 22 Public offering, checklist, 337 Index Public policy, 162 administrative law, 53 Punitive damages, 67, 93, 254 termination of employment, 362 Purchase and sale of corporations, 315 Purchase money security interest (PMSI), 580 Pyramid selling, 638 Q Qualiied privilege, 66, 69 Quantum meruit, 142–143, 250, 256–257 Quantum valebant, 143 Quebec Act, 27 Quebec Civil Code, 295 Quiet possession, 479–480 R Ratiication, 154, 274–275 Reading (of Bill), 11 Reading in, 21 Real estate agent, 493–496 appraisals, 495 commission, 494 duties, 494–495 offer to purchase, 495 property inspection, 497 role of, 493–494 services, 494–495 Real estate transactions abatement of purchase price, 499 appraisal, 495 broker, role of, 494 closing, 501–502 environmental audit, 497–498 historical development, 492–493 legal profession, role of, 499–502 listing agreement, 494 offer to purchase, 495–496 real estate agent, role of, 493–496 seisin, livery of, 493 survey of property, 498–499 title searching, 499–500 Real property, 430, 431–432 See also Estates in land; Land, interests in ixtures, 443–444 joint tenancy, 445 Land Titles System, 445–447 Parcel Identiication Number (PIN), 447 registration, 445–447 Registry System, 445–447 tenancy in common, 445 title to land, 444–445 Reasonable foreseeability in damages, 252–253 Reasonable person concept of, 81 contract law, 116 Receivables and factoring, 222 Receiving order, 602 Rectiication, 199 Re-entry, 482 Reference case, 21 Reformation, Refusal to supply goods, 633 Registration bill of sale, 578 chattel mortgage, 575 conditional sales agreement, 576–577 consumer protection, 542 Crown patent, 445 real property, 445–447 sole proprietorship, 298 trade securities, to, 336 Registry System, 446 Regulation, 13 administrative law, 51–52 business, 51–52 professions, 51–52 Reinstatement, 363 Release, 91 negotiable instruments, 565 Religious freedom, 19 Remainderman, 433 Remedies action for price, 422–423 breach of contract, 250–258 compensation for loss, 250–251 damages See Damages injunction, 88, 93, 256 lien, 422 pollution, for, 669 quantum meruit, 142–143, 250, 256–257 recovery of goods, 423–424 replevin, 93 resale of goods, 424 rescission, 200, 203, 421 restitutio in integrum, 251 retention of deposit, 423 speciic performance, 229, 255, 421 stoppage in transitu, 423 Remoteness (damages), 252 Rent, 478 Reorganization, 599 Replevin, 93 Reply, 36 Reporting issuer, 337 Repudiation, 154, 244, 245, 246, 247, 421, 540 effect of, 153 express, 244 implied, 246–247 lease, 476 minors, 288 minors, contract with, 154 right of, 151–152 Requirement of writing See also Statute of Frauds; Writing fraud, 176–177 leasehold interest, 475 leases, 176–177 Res ipsa loquitur, 84, 388 Resale of goods, 424 Resale price maintenance, 630 Rescission, 200, 203, 207, 421 Restitutio in integrum, 251 Restraint of trade, 73, 631 See also Competition Act; Restrictive trade practices blue pencil rule, 164 I-11 business-related torts, 73 combinations, 635–637 conspiracies, 635–637 employment contracts, 166–168 legislative approach, 630–631 public interest, 168 restrictive covenant, 163 sale of business, 163–165 severability of unenforceable restriction, 163–165 Restrictive covenant, 163, 256, 439–440 employment, 166–168 public policy, 165–168 reasonableness, 163 restraint of trade, 163 sale of business, 163–165 Restrictive trade practices, 542, 630, 633 See also Competition Act; Restraint of trade Restructuring, 599 Retention of deposit, 423 Reversion, 431, 432 leasehold interest, 474 leases, 474 Reviewable activities, 639 Revised statutes, 11 Revocation of offer, 128–130 Rider, 618 Right of way, 438 implied by law, 439 necessity, of, 439 Right to due process, 17–18 Right to redeem, 456 Rights and privileges, Rights of way, 498 Riparian rights, 440–441, 668, 670 injunction, 441 water pollution, 441 Roman law, Royal assent, 11 Royal Charter, 157, 308 Rule of law, 7–8 Rules, 5–6 Rules of origin requirements, 655 Rules of Professional Conduct, 100 Rules on natural justice, 53 S Sale of Goods Act application of, 408–413 buyer, contractual duties of, 420–421 caveat emptor, 416 checklist, 424 codiication of law, 406–407 condition, 414 delivery, 417–418 delivery of goods, 417–418 deposit, 186 electronic retailing, 424 itness for use intended, 416 frustration of contract, 232 implied conditions, 414 limitation clauses, 418–420 limitation of liability, 418–420 merchantable quality, 416–417 I-12 Index Sale of Goods Act (continued) quiet possession, 414 remedies of buyer, 421 remedies of seller, 422–424 requirement of writing, 408 sale by description, 414 sale by sample, 414–415 title, 414 warranties, 414, 538 writing, requirement of, 186, 408 Sale, contract of act to be done by seller, 410 agreement to sell, 407 application of Sale of Goods Act, 408–413 delivery, 417–418 deposit, 408 itness for use intended, 416 goods, 408 limitation of liability, 418–420 merchantable quality, 416–417 money, for, 408 nature of, 407–413 on sale or return, 411–412 sale by description, 414 sale by sample, 414–415 seller, contractual duties, 413–420 speciic goods in deliverable state, 409–410 transfer of title, 409–413 unascertained or future goods by description, 412–413 unconditional, 410 Sale, power of, 463–464 Salmond, Salvage, 622 Sarbanes-Oxley Act, 320 Seal, 138, 175–176 privity of contract, 216 Secondary picketing, 371 Secured creditor, 572 Securities, deined, 332, 334 Securities Act (Ont.), 333–334 Securities and Exchange Commission (SEC), 340 Securities Commission, 54 Securities legislation administration, 334–335 caveat emptor, 335 disclosure See Disclosure EDGAR (Electronic data gathering, Analysis and Retrieval), 340 electronic iling, 340 enforcement, 346 historical development, 332–333 insider trading, 342–344 investigation, 346 mechanics of regulation, 335 prospectus disclosure, 336–337 proxy and proxy solicitation, 344–345 purpose, 334–335 registration, 336 securities, deined, 332, 333, 334 SEDAR (System for Electronic Document Analysis and Retrieval, 340 self regulatory organizations, 335 stock exchanges, 334–335 takeover bids, 345–346 trading, conduct of, 340–344 Security deposit leasehold interest, 479 leases, 479 Security for debt See also Debtor-creditor relationship Bank Act, secured loans under, 580–581 bill of sale, 578 bonds, 582–584 book debt, assignment of, 579 bulk sales legislation, 584–585 chattel mortgage, 579–580 conditional sales contract, 575–578 credit cards, 581–582 debenture, 582–584 loating charge, 582–584 mechanics’ lien, 573, 586–588 personal property security legislation, 579–580 priorities, 589 statutory protection, 584–588 Self-defence, 63, 64 Self regulatory organization, 335 Seller, contractual duties of, 413–420 Service marks, 516 Servient tenement, 438 Set-off, 221 negotiable instruments, 562, 565 Settlement, 5–6 Settlement conference, 42–43 Seven Years War, 27 Share, 313 Shareholders, 304, 306, 320–323 derivative actions, 322 minority, 322 rights, 320–323 special by-laws, 321 special meetings, 321 ultra vires, 322 voting, 321 Shareholders agreements, 311–312 checklist, 312 Sharia Law, 21 Shopping centre leases, 486 Short Form of Conveyances Act, 138 Sickness and accident insurance, 615 Sight draft, 660 Simple contract, 175–176 Slander, 61 goods, of, 71–72 reputation of person, 66 title, of, 72 Small Claims/Debts Court, 29, 32 Social control, Societé en commandite, 295 Sole proprietorship, 285 registration, 298 Solicitor, 45, 46 Solicitor-client conidence, 108 Solicitor-client privilege, 108 Special act, incorporation by, 308–309 Special damages, 67, 251 Special Import Measures Act, 651 Speciic performance, 229, 257, 421 Chancellor’s Court, 255 Stakeholder approach, 671 Standard of care and bailment, 388, 391 Star Chamber Court, 66 Stare decisis, 8, Statute law, 8, 10–12 administrative law, 22–23 bill, 11 Civil Code, 12 common law vs., legality of contract, 159–161 motion, 11 proclamation, 11 revised statutes, 11 royal assent, 11 trade mark, 516 Statute of Frauds administrators, contracts by, 177–178 agency, 268 deposit, 177 employment relationship, 352 executors, contracts by, 177–178 guarantee, 178–179 land, interests in, 181–182 lease, 476 lease agreements, 474 part performance, doctrine of, 181–182 substitute agreement, 239 writing, requirement of, 408 Statute of Limitations, 91–92 Statutes, 10–12 revised, 11 Statutory assignments, 220–222 Statutory warranty See Warranties Stoppage in transitu, 423 Strict liability, 83 Strikes, 371 Structured trading, 342 Sub-bailment, 387 Sublet, 480 Subrogation, 622 Subsequent agreement, 185 Substantial performance, doctrine of, 245–246 Substantive law, 22 Substantive right, 22 Substitute agreement, 239 Statute of Frauds, 239 Substituted agreement, 230 Superior/Supreme Court, 29, 32–33 Supreme Court of Canada, 29, 30, 33 Supreme Court Reports, 40 Surrender, 484 Surrogate Court, 28, 33 Survey of property, 498–499 easements, 498 encroachments, 498 property boundaries, 498 rights of way, 498 Sustainable development, 671 T Takeover bids, 345–346 Tariff, 650 Index Tax Court, 30 Taxation corporation, 313 dividends, 313 partnerships, 296 Telecommunications and administrative law, 55 Tenancy common, in, 445 creation of, 475–477 joint, 445 Tender, 139, 227 error, in, 140 payment, of, 228–229 performance of an act, 229 performance, of, 229–230 reliance on, 140 right to withdraw, 140 Tenure, 431 Term certain in lease, 476 Termination of employment breach of contract, 360 constructive dismissal, 362 dismissal, 360–363 disruption of corporate culture, 360 just cause, 360 mitigate loss, duty to, 361 mitigation, 361 notice, 360 punitive damages, 362 reasonable notice, 358–359 wrongful dismissal, 360–363 Third parties agency relationship and, 276–278 agent, liability of, 277 breach of warranty of authority, 276 consideration, 215 employer liability to, 365–366 indoor management rule, 310 liability in contract See Privity of contract partnerships and, 287 principal, liability of, 277 Third party rights in life insurance, 216 Tied selling, 633 Tippee, 343 Title, 409, 414 insurance, 616 land, 616 transfer of, 409–413 Title searching, 499–500 Tort law agency relationship and, 277–278 assumed liability, 180–181 business-related, 71–75 defences, 89–92 deined, 60 development of, 60–61 employer liability to third parties, 365–366 intentional interference See Intentional interference liability See Liability negligence See Negligence nuisance, 87–89 partnerships, 290 remedies, 92–93 unintentional interference See Negligence Trade assistance, 656–657 Trade ixtures, 481 Trade mark certiication marks, 516 deined, 507 distinctive guise, 516 enforcement, 518 foreign, 519 historical development of, 515–516 legislation, 516 registration requirements, 517 service marks, 516 statute law, 516 Trade Marks Act, 516 trade name, 516 Trade Marks Act, 516 Trade name, 516 trade mark, 516 Trade secrets, 508 Trade unions See also Labour law closed shop clause, 376 fair representation, duty of, 377 legal capacity of, 158 nature of, 377 union shop clause, 376 union-member relationship, 375–377 Trademark See Trade mark Transfer, 432 Transportation of Dangerous Goods Act, 675 Treaty of Paris, 27 Trespass, 176 Trespass to land, 69–70 Trespasser, 85 Trial courts, 29, 37 Trust constructive, 215 rules of, 215 utmost good faith, 203 Trustee, 602 U Ultra vires, 157, 309, 317 corporation, 309 shareholders, 322 Unanimous shareholders agreement, 311–312 Undisclosed agency, 276 Undisclosed principals, 277 Undue inluence, 205–206, 564 assignment, 221 negotiable instruments, 562 onus of proof, 206 presumption, 206 Unfair business practices, 74, 540–541 Unfair trade practices, 630 Uniform Commercial Code, 13, 407, 579 Uniform Sales Act, 407 Unilateral mistake, 197–200 Unintentional injury, 81–82 Unintentional interference See Negligence Union-member relationship, 375–377 Universal Copyright Convention, 523 I-13 University professors, 110 Unlicensed persons and contract legality, 161 Unpaid suppliers, 602 Unsecured trade creditors, 574 Unsolicited goods, 123 Utmost good faith, 203 insurance, 203 partnership, 204 trust, 203 V Vicarious liability, 83–84, 365–366 corporations, 83–84 employer, 64 partnership, 83–84 partnerships, 290 privity of contract, 219–220 Vicarious performance, 219 checklist, 223 Void, 163, 200 Void ab initio, 200 Void contracts See Legality of contract Void/voidable contracts, 207 Voidable, 200 Volenti it non injuria, 89 Voluntary assignment in bankruptcy, 601 Voluntary assumption of risk, 89 W Waiver, 91, 237 War of American Independence, 27, 28 Warehouse storage, 390–393 Warranties, 184–185, 249, 414, 533, 538 Warranty ex post facto, 249 Water pollution and riparian rights, 441 Weights and Measures Act, 536 Western Law Reports, 40 Western Weekly Reports, 40 Winding Up and Restructuring Act, 599 Witenagemot, Witnesses, 37 Workers’ Compensation Board, 54 Workers’ compensation legislation, 366 World Customs Organization, 650 World Trade Organization (WTO), 653–654 Writ of assumpsit, 176 Writing, requirement of checklist, 187 lease, 475 leasehold interest, 475 parol evidence rule, 183, 184–185 Sale of Goods Act, 186 Statute of Frauds, 176–182 terms of contract, 182–185 Wrongful dismissal, 360–363 just cause, 360 legislation, 360 notice, 360 Wrongful hiring, 364 Y Year Books, 8, 40 Youth Courts, 30–31 Youth Criminal Justice Act, 30–31 CREDITS All England Law Reports material reproduced by permission of Butterworths Legal Medical and Scientific Publishers, London, England Canada Law Book Ltd., Law Publishers, 240 Edward Street, Aurora, Ontario, for Dominion Law Reports and Canadian Patent Reporter English Reports, Stevens & Sons Ltd., London, William Green & Sons, Edinburgh Law Reports and Weekly Law Reporter material reproduced by permission of The Incorporated Council of Law Reporting for England and Wales Maritime Law Book Ltd., publishers of the Alberta Reports, the Atlantic Province Reports, the Manitoba Reports, the National Reporter, the New Brunswick Reports, the Newfoundland & Prince Edward Island Reports, the Nova Scotia Reports, and the Saskatchewan Reports Supreme Court Reports material reproduced by permission of 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