Business Contracts: Enforceability Under Ontario Law

A business contract is a legally binding agreement between two or more parties for business-related purposes, such as trade, commerce, or other activities. These contracts outline the terms and conditions that the parties agree to follow, including the exchange of goods, services, or intellectual property. Business contracts specify each party’s rights, responsibilities, and obligations, providing a legal framework that governs their interactions and helps to reduce risks. They may cover various business activities, such as employment agreements, supplier contracts, mergers and acquisitions, and licensing deals. Failure to comply with the terms of a business contract can result in legal penalties, such as fines, damages, or other forms of legal action. Therefore, businesses must ensure that their contracts are well-drafted, clear, and comply with relevant laws and regulations.

Key Elements for an Enforceable Contract

In general, an enforceable contract under Ontario law should contain:

• Offer and Acceptance
• Consideration
• Genuine Consent
• Capacity
• Legality of Purpose

Offer and Acceptance

The process of entering into a contract starts when one party, called the offeror, clearly and specifically presents an offer to another party, known as the offeree. The offeror outlines the terms they are willing to enter into the contract. The offeree can accept the terms or make a counteroffer with changed terms. A legally binding contract exists only when the offeror and the offeree explicitly agree on all terms. It is essential to note that once an offer is accepted, it forms a legally binding contract. Therefore, you must be careful with your offers because if the other party accepts them, you will be legally bound by those terms.

• Example: In the context of a business acquisition, if a company sends out an information memorandum to multiple prospective buyers, that’s an “invitation to treat.” A definitive offer occurs when one of these prospective buyers presents a formal Letter of Intent (LOI) outlining the price they are willing to pay, the payment terms, and other acquisition conditions. This offer is now open for acceptance or counteroffer by the selling company, and only when agreement is reached on all terms is a binding contract formed.

Consideration

Both parties must exchange something of value, such as money, goods, services, or a promise, establishing a mutual obligation. Consideration refers to the value that each party offers and receives in exchange for entering into the contract. This value can take various forms, including money, goods, services, or even a commitment to perform or refrain from performing a specific action. Both parties must provide something of value; otherwise, the contract may be deemed unenforceable. The concept of consideration ensures a mutual obligation between the parties, reinforcing the intent and commitment that make a contract legally binding.

• Example: If you agree to paint someone’s house for $1,000, your consideration is the painting service, and the homeowner’s consideration is the payment.

Genuine Consent

This pertains to the voluntary agreement by the parties to enter into a contract. Genuine consent must be freely given, and it must not be obtained through fraud, pressure, undue influence, or misrepresentation. In essence, consent ensures that the parties understand and agree to the basic terms and conditions of the contract.

• Example: Consider a scenario where an individual is pressured to sign a business contract within an unrealistically short timeframe without sufficient opportunity to read through the terms or seek legal advice. Later, it becomes clear that the contract contains terms that are significantly disadvantageous to this individual. In this case, the consent can be argued to have been given under duress or undue pressure, making it not “genuine.” Consequently, the contract may be voidable at the discretion of the individual who was pressured into signing, and they may have the legal right to seek annulment of the contract and potentially recover damages. This highlights the importance of ensuring that consent is freely given and unimpaired by factors like undue influence or pressure.

Capacity

All parties must understand the terms and consequences for a contract to be enforceable. This requires a certain age and mental capacity. In contract law, capacity means the ability to comprehend the agreement fully. Parties must have the mental acuity to grasp the contract’s obligations and consequences. Contracts made where capacity is in question can be voidable, allowing the party lacking capacity to void it.

• Example: If a business enters into a contract with an individual who, at the time, was under heavy medication that impairs judgment, the contract may be voidable at the discretion of that individual. In such a case, the business risks the contract being voided, which could lead to both legal and financial repercussions.

Legality of Purpose

The subject matter of the contract must be legal. Contracts involving illegal activities or against public policy are unenforceable.

• Example: It is important to note that any contract that involves the sale of goods that infringe copyright or trademark laws is considered illegal and unenforceable in Ontario. For example, if a person agrees to manufacture and sell counterfeit handbags that bear a brand’s logo without obtaining proper authorization, such a contract would be invalid since it involves activities that go against intellectual property laws.

Breach of Contract

A breach of contract occurs when one party fails to fulfill their obligations as specified in a legally binding agreement. This failure can take various forms, including non-performance, defective performance, or partial performance of contractual duties. Depending on the severity and impact of the breach, the aggrieved party may have legal remedies, such as claiming damages, seeking specific performance, or terminating the contract. Breaches can be classified as material or immaterial, with material breaches causing significant harm and providing grounds for immediate contract termination. It is crucial to consult the terms and conditions specified in the contract and relevant jurisdictional laws to determine the appropriate course of action in the event of a breach.

Oral and Written Agreements

In Ontario, oral and written agreements can form legally binding contracts, provided they meet the essential elements of contract formation, such as offer, acceptance, and consideration. However, written contracts are generally more advisable as they provide a clear, tangible record of the parties’ terms and conditions. This can be invaluable for resolving disputes or clarifying obligations. Oral contracts, while valid, are often difficult to enforce due to the lack of concrete evidence, especially in complex transactions. Certain agreements, as required by legislation, may be mandated in writing to be enforceable.

Remedies for Breach of Contract

Remedies for breach of contract are legal solutions that aim to make the non-breaching party whole, either through financial compensation or actions that fulfill the terms of the contract. Some examples include:

1. Damages: This is the most common remedy and involves the breaching party compensating the non-breaching party for losses from the breach. Damages can be categorized further into compensatory damages, which aim to put the aggrieved party in the position they would have been in had the contract been performed, and punitive damages, which are intended to punish the breaching party.
2. Specific Performance: In cases where monetary compensation is insufficient, a court may order the breaching party to fulfill their contractual obligations. This remedy is often employed in transactions involving unique assets, such as real estate or rare items, where financial compensation cannot adequately address the breach.
3. Contract Termination and Restitution: In certain circumstances, the non-breaching party may have the right to terminate the contract and seek restitution. This involves restoring both parties’ positions before entering the contract, effectively unwinding the transaction. The non-breaching party may also be entitled to recover any benefits conferred upon the breaching party.

When can a contract be cancelled?

A contract can be cancelled or terminated under specific conditions as defined either by the terms of the contract itself or by prevailing laws. Some examples include:

• Material Breach: One party fails to fulfill the obligations outlined in the contract, giving the other party grounds for cancellation.
• Mutual Agreement: Both parties mutually agree to terminate the contract, often documented through a written agreement, due to unforeseen challenges or changing business needs.
• Cooling-Off Period: In some cases, Ontario law provides a “cooling-off period” that allows parties to cancel specific types of contracts within a certain time frame after signing.
• Illegality or Impossibility: The contract involves illegal activities or becomes impossible to perform, rendering it void and unenforceable.
• Misrepresentation or Fraud: If one party entered into the contract based on false information or fraudulent representations made by the other party, they may have the right to cancel the contract.

How are business contracts affected by legislation in Ontario?

Common law principles primarily govern business contracts in Ontario but are also significantly influenced by provincial and federal statutes. These laws can impose mandatory terms, set limits on what can be contracted for, and prescribe the procedures for dispute resolution. Here are some examples in which legislation affects business contracts in Ontario:

1. Consumer Protection: The Ontario Consumer Protection Act sets out mandatory provisions to protect consumers in business transactions, often affecting terms related to warranties, refunds, and cancellations.
2. Employment Law: The Employment Standards Act outlines the minimum conditions for employment contracts, such as working hours, minimum wage, and termination notice. Businesses must ensure that their employment contracts are compliant with this Act.
3. Real Estate: The Condominium Act and the Real Estate and Business Brokers Act are examples of legislation affecting real estate contracts, dictating necessary disclosures and the conduct of brokers and agents.
4. E-commerce: The Electronic Commerce Act allows for electronic contracts and sets the framework for their legality and enforceability.
5. Franchise Agreements: The Arthur Wishart Act (Franchise Disclosure) mandates specific disclosure requirements for franchisors, affecting the terms and enforceability of franchise agreements.
6. Statute of Frauds: Some contracts must be in writing to be enforceable, such as guarantees or contracts concerning land, as mandated by the Statute of Frauds.
7. Limitations Act: Limitations Act sets the time limits within which parties must bring legal action to enforce contracts, affecting how long a contract can be enforced.
8. Public Policy and Illegality: Some contracts may be deemed unenforceable if they contradict existing statutes or public policy, even if they meet all the common-law requirements for a valid contract.
9. Business Corporations Act: Business Corporations Act sets out the requirements for contracts involving corporate entities, including the authority of directors and officers to enter into contracts on behalf of the corporation.

Summary

Understanding contract enforceability is beneficial for anyone engaged in business transactions in Ontario. Failure to adhere to the enforceable elements of a contract can lead to legal challenges and financial losses. Consequently, legal guidance in contract law is valuable in drafting, interpreting, and enforcing business contracts.

For specialized advice tailored to your contract-related concerns, consult a knowledgeable in Ontario business law. If you need assistance from a Toronto small business lawyer to help with your Business Contract & Agreements, contact us today and book a consultation.

The information provided above is of a general nature and should not be considered legal advice. Every transaction or circumstance is unique, and obtaining specific legal advice is necessary to address your particular requirements. Therefore, if you have any legal questions, it is recommended that you consult with a lawyer.