This document discusses factors that could impact the validity and enforceability of a legal form or contract. It notes that for a contract to be valid, the terms must be clear and complete, and the process for entering into the contract must be fair. Specifically, it outlines requirements like consideration, terms not being contrary to public policy, and factors impacting consent like duress, undue influence, or misrepresentation. The document provides examples to illustrate these concepts and notes that speaking with a lawyer is recommended to avoid potential challenges to a contract.
This document provides an overview of non-compete and non-solicitation agreements in Ontario. It discusses what restrictive covenants are and defines non-compete and non-solicitation clauses. It notes that for these clauses to be valid and enforceable in Ontario, they must be clear, certain, and not too vague. The document also discusses factors that courts consider for determining whether exceptional circumstances exist to uphold a non-compete clause and when it may be advisable to only include a non-solicitation clause rather than both types of restrictive covenants.
This document provides an overview of different business organizations in Ontario, Canada, including sole proprietorships, general partnerships, limited partnerships, and corporations. It discusses the advantages and disadvantages of each structure, how they are created and maintained, issues around liability, taxation, and other considerations. The author, Michael Carabash, is an Ontario lawyer who provides this information for educational purposes and notes that professional legal advice should be sought for establishing or changing a business structure.
The survey of 500 solo/small firm Toronto lawyers found that the vast majority (88%) rely on the billable hour to value their legal services. The average hourly rate was $338, with rates ranging from $78 to $750. While 64% offered some form of free initial consultation, the average initial consultation fee was also $338. Excluding contingency fees, only 5% offered alternatives to hourly billing such as fixed fees or day rates. Overall, the dominance of the billable hour may be challenged as lawyers begin to leverage technology to provide more affordable and convenient legal services.
Interestingly, unlike general partnerships (which can come into existence without the partners being aware or even specifically trying to avoid that relationship), a limited partnership can only come into existence “when a declaration is filed with the Registrar”: s. 2(2). So what about the liability of a limited partner until that happens? Well, until the declaration is filed and accepted by the Registrar, the partnership can only be characterized as a general partnership, which imposes UNLIMITED liability on the prospective limited partner.
Also worth mentioning is that you need to have a partnership before you can have a limited partnership. This means that the basic test for forming a partnership must exist at all times – namely, that one or more parties carry on business in common with a view to profit (see s. 3 of the Ontario Partnerships Act).
This document provides an overview of independent contractor agreements, including when they are used, key terms that should be included, and important considerations. It discusses how an independent contractor is defined separately from an employee. The document also outlines typical sections that would be found in an independent contractor agreement, such as the services to be provided, payment terms, confidentiality obligations, and termination provisions. It aims to educate businesses on drafting independent contractor agreements and important issues that should be addressed.
What to-do-if-you-are-a-law-firm-partner-without-businessBCG Attorney Search
Are you stuck at a firm that doesn’t encourage your business development? Are you not gaining the experience you hoped for? Learn what your options are in this article.
This document discusses senior attorneys who are partners, counsel or senior associates but do not have their own business. It argues that despite recruiters and others viewing these attorneys as undesirable, they can still be employable at law firms of all sizes. The author details their experience as a legal recruiter specializing in these types of attorneys without business. They found success placing many of these attorneys who had given up hope of further employment, by believing in their skills and potential despite lacking their own clients.
Senior attorneys without a book of business can still find employment at law firms of all sizes. While recruiters and firms typically prefer attorneys who bring in their own clients, well-qualified senior attorneys without business can be successfully placed if marketed properly. The document discusses how the author, as a young legal recruiter, specialized in placing senior attorneys without business and was able to place many of them in good positions through enthusiastic marketing, coaching, and leveraging their network and database to match attorneys to opportunities at firms in need of their specific experience.
This document provides an overview of non-compete and non-solicitation agreements in Ontario. It discusses what restrictive covenants are and defines non-compete and non-solicitation clauses. It notes that for these clauses to be valid and enforceable in Ontario, they must be clear, certain, and not too vague. The document also discusses factors that courts consider for determining whether exceptional circumstances exist to uphold a non-compete clause and when it may be advisable to only include a non-solicitation clause rather than both types of restrictive covenants.
This document provides an overview of different business organizations in Ontario, Canada, including sole proprietorships, general partnerships, limited partnerships, and corporations. It discusses the advantages and disadvantages of each structure, how they are created and maintained, issues around liability, taxation, and other considerations. The author, Michael Carabash, is an Ontario lawyer who provides this information for educational purposes and notes that professional legal advice should be sought for establishing or changing a business structure.
The survey of 500 solo/small firm Toronto lawyers found that the vast majority (88%) rely on the billable hour to value their legal services. The average hourly rate was $338, with rates ranging from $78 to $750. While 64% offered some form of free initial consultation, the average initial consultation fee was also $338. Excluding contingency fees, only 5% offered alternatives to hourly billing such as fixed fees or day rates. Overall, the dominance of the billable hour may be challenged as lawyers begin to leverage technology to provide more affordable and convenient legal services.
Interestingly, unlike general partnerships (which can come into existence without the partners being aware or even specifically trying to avoid that relationship), a limited partnership can only come into existence “when a declaration is filed with the Registrar”: s. 2(2). So what about the liability of a limited partner until that happens? Well, until the declaration is filed and accepted by the Registrar, the partnership can only be characterized as a general partnership, which imposes UNLIMITED liability on the prospective limited partner.
Also worth mentioning is that you need to have a partnership before you can have a limited partnership. This means that the basic test for forming a partnership must exist at all times – namely, that one or more parties carry on business in common with a view to profit (see s. 3 of the Ontario Partnerships Act).
This document provides an overview of independent contractor agreements, including when they are used, key terms that should be included, and important considerations. It discusses how an independent contractor is defined separately from an employee. The document also outlines typical sections that would be found in an independent contractor agreement, such as the services to be provided, payment terms, confidentiality obligations, and termination provisions. It aims to educate businesses on drafting independent contractor agreements and important issues that should be addressed.
What to-do-if-you-are-a-law-firm-partner-without-businessBCG Attorney Search
Are you stuck at a firm that doesn’t encourage your business development? Are you not gaining the experience you hoped for? Learn what your options are in this article.
This document discusses senior attorneys who are partners, counsel or senior associates but do not have their own business. It argues that despite recruiters and others viewing these attorneys as undesirable, they can still be employable at law firms of all sizes. The author details their experience as a legal recruiter specializing in these types of attorneys without business. They found success placing many of these attorneys who had given up hope of further employment, by believing in their skills and potential despite lacking their own clients.
Senior attorneys without a book of business can still find employment at law firms of all sizes. While recruiters and firms typically prefer attorneys who bring in their own clients, well-qualified senior attorneys without business can be successfully placed if marketed properly. The document discusses how the author, as a young legal recruiter, specialized in placing senior attorneys without business and was able to place many of them in good positions through enthusiastic marketing, coaching, and leveraging their network and database to match attorneys to opportunities at firms in need of their specific experience.
Gone are the days of corporate secretary duties performed in isolation. General counsel are under increasing pressure to deliver and demonstrate value to the organization. [Legal entities proliferate]. [New tax laws] and [privacy regulations like the GDPR] force a reassessment of legal structures.
Managing legal entities efficiently is critical for general counsel balancing legal, risk management, and leadership responsibilities. This presentation provides a comprehensive review of [entity management as a legal practice] and [entity management software ]as a tool from the perspective of the general counsel and in house legal team.
What to-do-if-you-are-a-law-firm-partner-without-businessBCG Attorney Search
Are you stuck at a firm that doesn’t encourage your business development? Are you not gaining the experience you hoped for? Learn what your options are in this article.
Bus106 wk5 ch5 forms of business ownershipBhupesh Shah
The document discusses various forms of business ownership including sole proprietorships, partnerships, and corporations. It provides advantages and disadvantages of each form. It also discusses corporate mergers, franchises, and co-operatives. Franchises provide benefits like a recognized name and proven management system, while co-operatives are owned by members and can give them more economic power collectively. The chapter summary reiterates the key advantages of different ownership structures.
What you-need-to-know-about-doing-business-in-asia reprintiohann Le Frapper
This article co-written by Randall Lewis and myself provides practical tips for Western companies doing business or investing in Asia, in particular China.
1. The document discusses the characteristics of partnerships, including that partnerships are associations of two or more individuals who jointly own and operate a business for profit.
2. Key characteristics of partnerships include mutual agency where each partner's actions bind the others, limited life as partnerships can end when a partner withdraws or is unable to participate, and unlimited liability where each partner is responsible for all debts of the partnership.
3. The document also briefly discusses other business structures with some partnership characteristics like limited partnerships, limited liability partnerships, and S corporations.
This document discusses the different types of ownership in a business. This will guide business start-ups to full understand and choose the right type of business ownership which is dependent on their needs.
Business law is essential for businesses to operate successfully within legal boundaries. It provides rules for areas like forming business entities, contracts, transactions, intellectual property, employment, and more. Understanding business law helps owners make choices to comply with regulations and avoid costly litigation. It also establishes standards for fair market participation and efficient business interactions. Overall, business law creates a structured legal system that supports commerce.
Guide starting a small business from ConnectLegalVictoria Geo
This document provides an overview of legal considerations for starting a small business in Ontario. It discusses:
1) Connect Legal, a registered charity that provides free legal services and educational resources for small business owners.
2) Various business structures like sole proprietorships, corporations, partnerships and cooperatives.
3) Necessary licenses, permits, and regulations that businesses must follow.
4) Options for financing a business, including loans, investments, and managing cash flow.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
The document discusses recent developments in tax reform efforts. It notes that Senate Finance Committee tax reform working groups are nearing their deadline to report recommendations to the full committee. There is growing support among lawmakers for a "patent box" tax regime to encourage domestic intellectual property activity. However, concerns remain about potential costs and overlaps with the research and development tax credit. Lawmakers are also working on short-term extensions of highway funding and tax extenders as broader tax reform efforts continue.
Succeed from the start, your guide to bringing your business to the U.S.Emma Cowdery
Learn the steps of opening a business in the U.S. from beginning to end. Brought to you by the Delaware Concierge Team for International Business, this guide outlines the necessary components of setting up your U.S. branch office from incorporating, taxes, visas, hiring employees and more. Read success stories of other international firms and get connected with experts that will help you.
This document summarizes a presentation given in Lincoln, MA in support of a warrant article proposing that the town support amending the US Constitution in response to the Citizens United Supreme Court decision. The presentation discusses how Citizens United has allowed unlimited corporate spending in elections and argues that corporations should not have the same constitutional rights as people, as they are artificial entities focused on profit above all else. It provides several examples of how corporate interests have influenced policymaking and overridden regulations. The presenter urges voting for the resolution to amend the Constitution and restore balance.
This document summarizes recent discussions of a potential merger between two of China's top law firms, Jun He Law Offices and Zhong Lun Law Firm. If approved, the merger would create one of the largest law firms in China with nearly 1,300 lawyers. The merger is seen as a strategic response to the growing reputation of rival King & Wood Mallesons, which has established itself as China's first international law firm through its own merger. While some see benefits to increased scale and synergies from the merger, others note cultural differences between the two firms and challenges with integrating large Chinese firms. The implications of the merger for the competitive landscape and future consolidation in the Chinese legal market are also discussed.
Things That Would Be Helpful To Know In My New Position As In-House Counsel O...Robert Wortelboer
This presentation will provide valuable insight to those who are relatively new in their role as in-house counsel for a medical professional liability insurer through the identification and resolution of legal issues that are uniquely relevant to property and casualty insurers that write medical professional liability insurance.
Non-competition and Non-solicitation ProvisionsKevin Learned
In this seminar we analyzed non-competition and non-solicitation provisions in the contexts of M&A transactions, employee/consultant relationships and subcontracting agreements. We addressed issues that arise in the drafting and negotiation of these provisions, as well as issues related to enforcement and litigation, with a particular emphasis on issues impacting federal service contractors who operate in the DC/MD/VA region.
This document provides an overview of cohabitation agreements in Ontario. It defines a cohabitation agreement as a written contract between two people in a non-marital relationship that deals with their respective rights and obligations during and after their cohabitation. It notes the legal requirements for a valid cohabitation agreement and how they can be challenged. It also summarizes some of the key terms and sections that are typically included in a cohabitation agreement such as property ownership, support obligations, and termination of the agreement. The document is intended to provide general information and notes that independent legal advice is recommended for entering into a cohabitation agreement.
This document provides an overview of employment agreements in Ontario. It begins by defining who qualifies as an employee under Ontario law and how employees differ from independent contractors. It notes that employment agreements are used to clarify the employment relationship and address issues like termination and restrictive covenants that may arise. The document then gives 10 tips for drafting employment agreements, stressing the importance of putting terms in writing, making agreements clear, certain and complete, avoiding traps, and considering general contract principles.
we recognize that the law can appear daunting and intricate. Our primary objective is to bridge the divide between legal professionals and the general public by demystifying complex legal concepts and presenting them in easily understandable language. Whether you're a law student, a practicing attorney, or an individual in search of legal guidance, our blog is tailored to cater to your specific needs.
Gone are the days of corporate secretary duties performed in isolation. General counsel are under increasing pressure to deliver and demonstrate value to the organization. [Legal entities proliferate]. [New tax laws] and [privacy regulations like the GDPR] force a reassessment of legal structures.
Managing legal entities efficiently is critical for general counsel balancing legal, risk management, and leadership responsibilities. This presentation provides a comprehensive review of [entity management as a legal practice] and [entity management software ]as a tool from the perspective of the general counsel and in house legal team.
What to-do-if-you-are-a-law-firm-partner-without-businessBCG Attorney Search
Are you stuck at a firm that doesn’t encourage your business development? Are you not gaining the experience you hoped for? Learn what your options are in this article.
Bus106 wk5 ch5 forms of business ownershipBhupesh Shah
The document discusses various forms of business ownership including sole proprietorships, partnerships, and corporations. It provides advantages and disadvantages of each form. It also discusses corporate mergers, franchises, and co-operatives. Franchises provide benefits like a recognized name and proven management system, while co-operatives are owned by members and can give them more economic power collectively. The chapter summary reiterates the key advantages of different ownership structures.
What you-need-to-know-about-doing-business-in-asia reprintiohann Le Frapper
This article co-written by Randall Lewis and myself provides practical tips for Western companies doing business or investing in Asia, in particular China.
1. The document discusses the characteristics of partnerships, including that partnerships are associations of two or more individuals who jointly own and operate a business for profit.
2. Key characteristics of partnerships include mutual agency where each partner's actions bind the others, limited life as partnerships can end when a partner withdraws or is unable to participate, and unlimited liability where each partner is responsible for all debts of the partnership.
3. The document also briefly discusses other business structures with some partnership characteristics like limited partnerships, limited liability partnerships, and S corporations.
This document discusses the different types of ownership in a business. This will guide business start-ups to full understand and choose the right type of business ownership which is dependent on their needs.
Business law is essential for businesses to operate successfully within legal boundaries. It provides rules for areas like forming business entities, contracts, transactions, intellectual property, employment, and more. Understanding business law helps owners make choices to comply with regulations and avoid costly litigation. It also establishes standards for fair market participation and efficient business interactions. Overall, business law creates a structured legal system that supports commerce.
Guide starting a small business from ConnectLegalVictoria Geo
This document provides an overview of legal considerations for starting a small business in Ontario. It discusses:
1) Connect Legal, a registered charity that provides free legal services and educational resources for small business owners.
2) Various business structures like sole proprietorships, corporations, partnerships and cooperatives.
3) Necessary licenses, permits, and regulations that businesses must follow.
4) Options for financing a business, including loans, investments, and managing cash flow.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
The document discusses recent developments in tax reform efforts. It notes that Senate Finance Committee tax reform working groups are nearing their deadline to report recommendations to the full committee. There is growing support among lawmakers for a "patent box" tax regime to encourage domestic intellectual property activity. However, concerns remain about potential costs and overlaps with the research and development tax credit. Lawmakers are also working on short-term extensions of highway funding and tax extenders as broader tax reform efforts continue.
Succeed from the start, your guide to bringing your business to the U.S.Emma Cowdery
Learn the steps of opening a business in the U.S. from beginning to end. Brought to you by the Delaware Concierge Team for International Business, this guide outlines the necessary components of setting up your U.S. branch office from incorporating, taxes, visas, hiring employees and more. Read success stories of other international firms and get connected with experts that will help you.
This document summarizes a presentation given in Lincoln, MA in support of a warrant article proposing that the town support amending the US Constitution in response to the Citizens United Supreme Court decision. The presentation discusses how Citizens United has allowed unlimited corporate spending in elections and argues that corporations should not have the same constitutional rights as people, as they are artificial entities focused on profit above all else. It provides several examples of how corporate interests have influenced policymaking and overridden regulations. The presenter urges voting for the resolution to amend the Constitution and restore balance.
This document summarizes recent discussions of a potential merger between two of China's top law firms, Jun He Law Offices and Zhong Lun Law Firm. If approved, the merger would create one of the largest law firms in China with nearly 1,300 lawyers. The merger is seen as a strategic response to the growing reputation of rival King & Wood Mallesons, which has established itself as China's first international law firm through its own merger. While some see benefits to increased scale and synergies from the merger, others note cultural differences between the two firms and challenges with integrating large Chinese firms. The implications of the merger for the competitive landscape and future consolidation in the Chinese legal market are also discussed.
Things That Would Be Helpful To Know In My New Position As In-House Counsel O...Robert Wortelboer
This presentation will provide valuable insight to those who are relatively new in their role as in-house counsel for a medical professional liability insurer through the identification and resolution of legal issues that are uniquely relevant to property and casualty insurers that write medical professional liability insurance.
Non-competition and Non-solicitation ProvisionsKevin Learned
In this seminar we analyzed non-competition and non-solicitation provisions in the contexts of M&A transactions, employee/consultant relationships and subcontracting agreements. We addressed issues that arise in the drafting and negotiation of these provisions, as well as issues related to enforcement and litigation, with a particular emphasis on issues impacting federal service contractors who operate in the DC/MD/VA region.
This document provides an overview of cohabitation agreements in Ontario. It defines a cohabitation agreement as a written contract between two people in a non-marital relationship that deals with their respective rights and obligations during and after their cohabitation. It notes the legal requirements for a valid cohabitation agreement and how they can be challenged. It also summarizes some of the key terms and sections that are typically included in a cohabitation agreement such as property ownership, support obligations, and termination of the agreement. The document is intended to provide general information and notes that independent legal advice is recommended for entering into a cohabitation agreement.
This document provides an overview of employment agreements in Ontario. It begins by defining who qualifies as an employee under Ontario law and how employees differ from independent contractors. It notes that employment agreements are used to clarify the employment relationship and address issues like termination and restrictive covenants that may arise. The document then gives 10 tips for drafting employment agreements, stressing the importance of putting terms in writing, making agreements clear, certain and complete, avoiding traps, and considering general contract principles.
we recognize that the law can appear daunting and intricate. Our primary objective is to bridge the divide between legal professionals and the general public by demystifying complex legal concepts and presenting them in easily understandable language. Whether you're a law student, a practicing attorney, or an individual in search of legal guidance, our blog is tailored to cater to your specific needs.
What is the Difference Between a General and A Limited Power of AttorneyPaul Kraft
A power of attorney is a commonly used legal device. You could use a power of attorney if you wanted to give another person the power to act on your behalf in a legally binding manner. Learn more about the general power of attorney in Indiana and limited power of attorney in Indiana in this presentation.
Basic Contract Law: For Small Business Owners and Independent ContractorsRyan K. Hew
This document summarizes a presentation on basic contract law for small business owners and independent contractors. The presentation covers what constitutes a contract, how contracts are formed, important boilerplate provisions, remedies for breach of contract, common questions, and practical tips. It was presented by attorney Ryan K. Hew and addresses capacity, mutual agreement, consideration, and legality as the four elements of a valid contract.
The document discusses key elements of contract formation and negotiation strategies. It covers the nature of negotiation, preparation, distributive bargaining, integrative negotiation, and closing deals. Distributive bargaining is a competitive strategy used when goals conflict and trust is low, using tactics like establishing a strong bargaining position. Integrative negotiation is less competitive and allows parties to find mutually beneficial solutions by addressing underlying interests rather than positions.
Oklahoma Land Run Essay. Online assignment writing service.Lisa Young
The document provides instructions for requesting writing assistance from HelpWriting.net in 5 steps: 1) Create an account with a password and email. 2) Complete a 10-minute order form providing instructions, sources, and deadline. 3) Review bids from writers and choose one based on qualifications. 4) Review the completed paper and authorize payment if satisfied. 5) Request revisions to ensure satisfaction, with a full refund option for plagiarized work.
Read BoyarMiller's Six Ways to Better Manage Litigation and Your Business eGuide now for tips and insight from our team of attorneys with experience across industries, from oil and gas to real estate to private equity.
The document discusses the essentials of arbitration agreements. It states that arbitration agreements require parties to resolve disputes through a neutral third-party arbitrator instead of going to court. Contracts often include arbitration clauses that make this dispute resolution process mandatory if disagreements arise. While courts generally support arbitration, they may not enforce clauses if a party was not informed they were forfeiting their right to litigation or if the clause is presented unfairly. The document outlines some concerns about mandatory arbitration clauses preventing whistleblowing, limiting class action lawsuits, and relying on a single arbitrator's decision. It also discusses alternative dispute resolution options like mediation and escalating issues to senior management.
ProSocial Behaviour - Applied Social Psychology - Psychology SuperNotesPsychoTech Services
A proprietary approach developed by bringing together the best of learning theories from Psychology, design principles from the world of visualization, and pedagogical methods from over a decade of training experience, that enables you to: Learn better, faster!
Understanding of Self - Applied Social Psychology - Psychology SuperNotesPsychoTech Services
A proprietary approach developed by bringing together the best of learning theories from Psychology, design principles from the world of visualization, and pedagogical methods from over a decade of training experience, that enables you to: Learn better, faster!
You may be stressed about revealing your cancer diagnosis to your child or children.
Children love stories and these often provide parents with a means of broaching tricky subjects and so the ‘The Secret Warrior’ book was especially written for CANSA TLC, by creative writer and social worker, Sally Ann Carter.
Find out more:
https://cansa.org.za/resources-to-help-share-a-parent-or-loved-ones-cancer-diagnosis-with-a-child/
Procrastination is a common challenge that many individuals face when it comes to completing tasks and achieving goals. It can hinder productivity and lead to feelings of stress and frustration.
However, with the right strategies and mindset, it is possible to overcome procrastination and increase productivity.
In this article, we will explore the causes of procrastination, how to recognize the signs of procrastination in oneself, and effective strategies for overcoming procrastination and boosting productivity.
As we navigate through the ebbs and flows of life, it is natural to experience moments of low motivation and dwindling passion for our goals.
However, it is important to remember that this is a common hurdle that can be overcome with the right strategies in place.
In this guide, we will explore ways to rekindle the fire within you and stay motivated towards your aspirations.
Aggression - Applied Social Psychology - Psychology SuperNotesPsychoTech Services
A proprietary approach developed by bringing together the best of learning theories from Psychology, design principles from the world of visualization, and pedagogical methods from over a decade of training experience, that enables you to: Learn better, faster!
2. Is My Legal Form Valid and Enforceable? Page 2 of 8
Table of Contents
Introduction .................................................................................................................................................... 3
Clear, Complete, and Certain Terms .............................................................................................................. 3
Consideration .................................................................................................................................................. 4
Contrary to Public Policy ............................................................................................................................... 4
Duress ............................................................................................................................................................ 5
Undue Influence ............................................................................................................................................. 5
Unconscionable Bargain ................................................................................................................................. 6
Misrepresentation ........................................................................................................................................... 6
Mistake ........................................................................................................................................................... 7
About Us ......................................................................................................................................................... 8
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
3. Is My Legal Form Valid and Enforceable? Page 3 of 8
Introduction
You download a template. It is incomplete. You read it over and finish it. Perhaps you even add a few
provisions of your own to take into account your particular circumstances. Then you and all the other parties
sign it and deliver it to each other. So, is it a valid and enforceable contract? The answer is: “IT
DEPENDS”. The truth is that parties may never know if their legal form is valid and enforceable unless it
has been reviewed by a court at the conclusion of a lawsuit. But if you want to try to avoid having a judge
make that determination for you, there are a few things you should be aware of.
Under contract law, for a contract to be valid and enforceable, there are a number of basic requirements
concerning the SUBSTANCE of the contract (i.e. the terms and conditions of the actual contract) and the
PROCESS of how the contract was entered into (e.g. was it entered into fairly and freely?). If there are
issues with either the SUBSTANCE and/or the PROCESS of how it was entered into, then the contract can be
challenged in whole or in part. Having a lawyer on hand may help to mitigate these and other issues from the
get go. In what is to follow, SOME of the more common ways in which contracts can be challenged will be
discussed. Bear in mind, however, that there ARE MANY OTHER WAYS a contract can be challenged!
For example, a statute may have minimal requirements that need to be met in order for a legal form to be
valid. For example, the Ontario Substitute Decisions Act, 1992 states that witnesses are required for the
signing of a Continuing Power of Attorney for Property and specifies who cannot be a witness. That’s just
one tiny example. At the end of the day, you should always speak to a lawyer about your particular situation
to mitigate against potential challenges. So here we go…
Clear, Complete, and Certain Terms
First, the terms that are in the contract itself must be clear, complete, and certain enough to be enforceable.
Long-winded, incomplete, and vague terms can be challenged and perhaps rendered invalid and
unenforceable by a court. So if you’re adding provisions of your own to a legal form, always ask yourself:
“Is this term or condition clear enough for a reasonable person to understand?” and “Are important terms –
such as price, timeline, consequences, etc. – missing”? Worth noting is that an agreement to agree about
some critical part of the contract at a future time could also be challenged and struck down by a court. If
significant terms are left out of a contract and the parties simply agree to come up with an agreement about
them later, then the entire contract may be challenged! An agreement to agree is generally not enforceable.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
4. The full DL Guide is available for FREE
with the purchase of a Legal Form.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
5. Is My Legal Form Valid and Enforceable? Page 5 of 8
Overall, while there are MANY OTHER WAYS to challenge the actual SUBSTANCE of a contract, some of
the more common ways are noted above. It is always recommended to speak with a lawyer (e.g. make a post
on Dynamic Lawyers) if you have any questions about the substance of your legal form – particularly if
you’re modifying the template yourself! Now onto the PROCESS of entering into the contract.
Duress
DURESS is a legal doctrine that allows a party to challenge an agreement on the basis that they were so
seriously coerced by another’s party’s illegitimate exercise of power such that they could not freely consent
to entering into the agreement. Examples of duress include threats or acts that are unlawful (e.g. criminal,
tortuous, breaches of contract, etc.) or illegitimate (e.g. threatening to refuse to enter into a contract or to
terminate a contract lawfully unless…). Basically, if there’s some kind of unlawful or illegitimate pressure
that isn’t in the normal course of market forces, then it could amount to duress. Specific examples could
include:
A party threatening another party’s life or limb unless they enter into an agreement;
A party threatening to sue another party unless they enter into an agreement; and
A party threatening to call the police on another party unless they enter into an agreement.
Undue Influence
UNDUE INFLUENCE is similar to duress as it is concerned with the adequacy of a party’s consent to enter
into the agreement. Unlike DURESS, however, undue influence may exist without violence or threats of
violence against a party. Undue influence depends on the RELATIONSHIP between the parties which
causes one party to confide in the other and leads the other to take advantage and exert a natural influence
over the other. Undue influence can be used to challenge a contract on the basis that a weaker party was
dominated by or unduly influenced by the other party. Examples of relationships that could lead to
challenging contracts based on undue influence include: doctor-patient, parent-child, trustee-beneficiary,
priest-churchgoer, etc. So there’s a special relationship that involves trust, confidence and influence. To get
around this type of challenge, a party could try to argue that the other party received full disclosure, had
independent legal advice, and had only a minor disadvantage when it came to unequal power.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
6. The full DL Guide is available for FREE
with the purchase of a Legal Form.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
7. Is My Legal Form Valid and Enforceable? Page 7 of 8
Mistake
An agreement may be challenged in whole or in part on the basis that there was a mistake. Mistakes get
made all the time. Sometimes, only one party makes the mistake (UNILATERAL MISTAKE). Other
times, both parties make the same mistake (COMMON MISTAKE). And other times, both parties make
mistakes but their mistakes are different (MUTUAL MISTAKE). Interestingly, a contract may actually
contemplate that there is a mistake and how it ought to be dealt with. Sometime, the parties claim that there
was a radical or fundamental difference between the document they thought they were signing and the
document actually signed (in terms of character, contents or otherwise). But the signer cannot raise that
defence if they failed to use reasonable care in signing the document.
So, overall, there are many ways that a contract can be challenged and struck down – in whole or in part.
Specific examples include (but are not limited to):
Vague or missing terms
Lack of Consideration
Duress
Undue Influence
Unconscionable Bargain
Misrepresentation
Mistake
Note, that there are other ways in which a contract can be challenged – for example pursuant to the doctrines
of promissory estoppel (i.e. where a party makes a clear and unequivocal promise or representation to
another party that it will not insist on its strict legal rights under the contract, and the other party alters its
position in reliance on the promise or representation, the first party may be estopped from asserting its strict
legal rights) or frustration (i.e. something outside the parties’ control makes it impossible for one or all of
them to carry out their obligations in the agreement).
If you have any concerns over the validity and enforceability of your legal form – in whole or in part – based
on the principles of contract law outlined above or otherwise, you should consult with a lawyer (e.g. by
making a post on Dynamic Lawyers). Remember: an ounce of legal prevention can save you a pound of pain
later on.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com
8. The full DL Guide is available for FREE
with the purchase of a Legal Form.
Michael Carabash, B.A., LL.B., J.D., M.B.A. michael@carabashlaw.com
Need an Ontario Lawyer? Make a Post. Get FREE Quotes! www.DynamicLawyers.com