Chapter 7, 8 & 9: Contracts Elements of a Valid Contract 1. An intention to create legal relationship 2. Offer 3. Acceptance 4. Consideration 5.

. Capacity to contract 6. Legality Intention to create legal relationship (Consensus ad idem o !resumptions in contract la" #trangers intend to $e $ound $y their promises %amily mem$ers and close friends do not intend to $e $ound in contracts &oth are presumptions can $e re$utted o 'n(itation to do &usiness Ad(ertisements are not offers 'n(ite offers that seller may accept or re)ect Offer o Offer must $e communicated $y the offeror to the offeree $efore acceptance may ta*e place. o Offer is not (alid until it is recei(ed $y the offeree+ and the offeror is not $ound $y the offer until such time as it is accept. o Only the person to "hom an offer is made may accept the offer. o Cannot accept an offer you do not *no" of. Acceptance o ,he acceptance of the offer ta*es place "hen the letter of acceptance+ properly addressed and he postage paid+ is placed in the post$o- or post office. o 'f the acceptance lost "hile in the hands of the post office+ the contract "ould still $e $inding. o ,he acceptance "ould not $e complete until the offeror "as made a"are of the acceptance. o ,he offeror should "ithdra" the offer $efore the offeree has fully performed the acceptance+ then no contract "ould e-its. o Lapse of an Offer . the termination of an unaccepted offer $y the passage of time+ a counteroffer+ or the death of a party. Offer cannot $e accepted later unless the original offer is re(i(ed o Re ocation of an Offer . the termination of an offer $y notice communicated to the offeree $efore acceptance. /nli*e lapse+ it re0uires an act of offeror to $e effecti(e and notice of re(ocation is only effecti(e "hen it1s finally recei(ed $y the offeree. 'ndirect notice of re(ocation possi$le (e.g.+ rumour from third party or a relia$le source goods ha(e $een sold Offers can $e re(o*ed anytime $efore acceptance unless there is an option (A separate promise to *eep an offer open for a period of time

o !nilateral Offers . An offer made to the "orld at large. ,he performance of the act is acceptance. Offeror cannot re(o*e offer so long as offeree is in the course of performing their part Consideration o #omething that has (alue in the eyes of the la"+ and "hich a promisor recei(es in return for a promise. Consideration must flo" in both directions. o 'f consideration is a ser(ice+ it must $e performed "ith care and s*ill2 other"ise+ the promisor "ill $e lia$le for any loss suffered due to careless performance or negligence (not $reach of contract+ $ut tort committed . o "enders ( . /nless pro(ided to the contrary in the call for tenders+ an offer made in response to the call may $e re(o*ed at any time $efore acceptance. o !ast Consideration is no consideration at all+ and the promise is gratuitous ( o #$ant$m %er$it . A reasona$le price for the ser(ices rendered (unless family or friends . 3as much as he has earned4. A 0uasi5contractual remedy that permits a person to reco(er a reasona$le price for ser(ices and6or materials re0uested+ "here no price is esta$lished "hen the re0uest is made. Court decides on price $ased on price of similar goods or ser(ices in area 7uantum meruit payments may $e re0uired "here8 1 ,here is an agreement to pro(ide goods or ser(ices+ $ut the price is unspecified+ and 2 ,he conte-t of the contract or the customs of a trade indicate an e-pectation that a mar*et price "ill $e paid. o &rat$ito$s Red$ction of 'e(t . Once creditor accepts a lesser payment (i.e.+ actual sum is paid + can1t sue for more later Creditors agreeing to accept less than "hat is o"ed is a gratuitous promise 9e" promise re0uires ne" consideration :-ceptions to this rule e-ists for $usiness efficiency #ign under seal Acceptance of something other than money !ay $efore the due date ,hird party ma*es the payment o Estoppel . A rule "here$y a person may not deny the truth of a statement of fact made $y him or her "hen another person has relied and acted upon the statement or such a gratuitous promise. o &rat$ito$s promises are generally not enforcea$le $ecause they lac* consideration A gratuitous promise of a large sum to a charity for a specific purpose may $e enforcea$le. A gratuitous promise made under seal is enforcea$le. A statement on "hich another party relied to his or her detriment may $e enforcea$le+ e(en "ithout consideration. ,he party ma*ing the statement may $e estopped from denying the truth of the statement and may $e $ound $y it. o Consideration must $e legal ,he promises cannot $e illegal or a (iolation of pu$lic policy As*ing for additional funds to complete a construction pro)ect

!romise to pro(ide e-tra funds is gratuitous2 ne" promise re0uires ne" consideration o Cannot (iolate #tatutes . contracts "ith clauses that $uyer must resell at fi-ed or minimum price is unla"ful under Competition Act Capacit) to contract o Infant or %inor . a person "ho has not reached the age of ma)ority (common la"8 less than 21+ most pro(inces8 less than 1; or 1< . o =inor contracts for necessaries(food+ clothing> are enforcea$le against minor o =inors can repudiate other contracts o the sale of goods act in most pro(inces pro(ides that a minor must pay a reasona$le price for goods that are necessaries that are sold and deli(ered to the minor o ?here a contract is oida(le it contains a potential unfairness or in(alidity $ut it is enforcea$le until one party e-ercises an e0uita$le right to repudiate the terms. o ?here a contract is oid its defects and unfairness are manifest and o$(ious and the contract is deemed to $e unenforcea$le from the (ery $eginning. o 'f the contract made $y the minor has $een f$ll) performed (e-ecutory contract for non5necessary item then minor may $e $ound $y agreement+ unless he can sho" that he had $een ta*en ad(antage of $y the merchant and can return all goods purchased. E*ec$ted Contact: fully e-ecuted $y the minor (enforcea$le against minor unless minor "as ta*en ad(antage of E*ec$tor)8 yet to $e performed (may not $e enforcea$le against minor o A minor "ho has falsely presented himself as ha(ing attained the age of ma)ority "ill not $e permitted to hold the minor to the contract+ so the merchant may $e entitled to reco(er the goods on the $asis of the minor1s fraud. o &an*rupt !ersons ./ntil recei(es discharge can only enter into contracts for necessaries. Contract unenforcea$le against (an+r$pt parties (i.e.+ not yet discharged from $an*ruptcy if agreement is for non5necessaries. o Rep$diation . ,he refusal to perform and agreement or promise o Ratification . ,he adoption of a contract or act of another party "ho "as not originally $ound $y the contract or act o ?hen minor has entered into a contract of a continuing or permanent nature and recei(es $enefits and incurs o$ligations8 ,he contract must $e repudiated "ithin a reasona$le time after attainting the age of ma)ority (or the contract is $inding o Contracts for non5necessaries not of a continuing nature8 =inor must e-pressly ratify on attaining the age of ma)ority o 'f a minor (engaged in $usiness continues to accept $enefits under a contract after attaining age of ma)ority+ "ill $e $ound Legalit) o Contracts must ha(e a legal purpose+ i.e.+ not contrary to8 ,tat$te8 contract to commit crime (e.g.+ Criminal Code + restraint of competition (Competition Act + party not licensed (e.g.+ doctor+ dentist+ la"yer

-$(lic polic)8 o$structing )ustice+ interfere "ith pu$lic ser(ice+ to commit negligence+ dishonest or immoral act o Restricti e Co enant . A contractual clause limiting future $eha(ior. '.e. @estraint of trade agreements (e.g.+ that restrict the right to compete of either the party selling a $usiness or a former employee are prima facie (oid and unenforcea$le /9L:## one can demonstrate the agreement is reasona(le in terms of duration and geography (e.g.+ can1t compete for 1 year "ithin certain ,oronto neigh$ourhood Chapter ./: "he Re0$irements of 1orm and 2riting -o3er of Attorne) . A legal document usually signed under seal in "hich a person appoints another to act as his or her attorney to carry out the contractual or legal acts specified in the document. %ollo"ing contracts co(ered $y the ,tat$te of 1ra$ds (Certain type of contracts must $e in "riting or they are unenforcea$le 1. Contracts () E*ec$tors and Administrators 4 e.g. promise to pay deceased1s de$t out of o"n personal funds. Can personally assume such de$ts $ut only if such contract is in "riting 2. &$arantees . A collateral promise (in "riting to ans"er or the de$t of another (the principal de$tor if the de$tor should default in payment. 3 parties in a guarantee Creditor Ae$tor (!rimary lia$ility Buarantor (#econdary lia$ility 5 must distinguish $et"een guarantees and indemnities8 guarantees must $e in "riting+ indemnities need not $e in "riting 3. Ass$med lia(ilit) for a tort 4 Any agreement "here$y a third party promises to ans"er for the tort of another. =ust $e in "riting #igned $y the party to $e charged 4. Contracts concerning an interest in land . Land Contracts concern an interest in land+ including sale of land or lease of land2 does not include those things ancillary to the land or remote (repairs+ reno(ations+ etc 2 does not include room and $oard contracts -art -erformance 5e0$ita(le doctrine6 4 A doctrine that permits the courts to enforce an un"ritten contract concerning land "here certain conditions ha(e $een met8 Acts performed relate to land in 0uestion Lac* of a "ritten memo "ould perpetuate ( a fraud and a hardship on the person Agreement must relate to an interest in land Agreement must $e (alid and enforcea$le apart from the re0uirement of "riting and (er$al e(idence must $e a(aila$le to esta$lish the e-istence of the agreement Re0$irements for a 2ritten %emorand$m o 9eed not $e in a formal document o 9eed all terms of contract (3 !1s8 parties+ property+ price

o Can $e an e-change of letters . 2 letters together can constitute an agreement in "riting o =ust $e signed $y the party against "hom it is $eing enforced o A contract under seal is enforcea$le e(en if there is no consideration -arol E idence R$le 4 A rule that pre(ents a party from introducing e(idence that "ould add to or contradict terms of a contract o Limits the *inds of e(idence that may $e used to pro(e terms of a contract o Cannot contradict a clear unam$iguous contract o 'f the language of the "ritten agreement is unclear or am$iguous+ oral e(idence or other "ritten e(idence may $e used to assist in interpretation. o 'f there is a collateral contract+ it may $e used to interpret and modify the main "ritten agreement. :-ceptions to the !arol :(idence @ule8 o Condition -recedent . A condition that must $e satisfied $efore contract may come into effect. 'f condition isn1t met then contract is cancelled o Aoctrine of Implied "erm . ,he insertion $y the court of a standard or customary term omitted $y the parties "hen the contract "as prepared 'mplied terms cannot conflict "ith e-press terms /sually implied in order to implement the agreement o Collateral Agreement . An agreement that has its o"n consideration+ $ut supports another agreement. Could alter or add to the main agreement Courts usually don1t allo" unless one can pro(e it e-ists as a separate and complete agreement "ith its o"n consideration ,$(se0$ent Agreement . An agreement made after a "ritten agreement that alters or cancels the "ritten agreement.

Chapter ..: 1ail$re to Create an Enforcea(le Contract 1 =ista*e 2 =isrepresentation 3 /ndue 'nfluence 4 Auress =ista*e of La" . !resumed to *no" the la"2 /sually no relief pro(ided2 :-ception8 if statute pro(ided for reco(ery =ista*e of %act . =ista*e as to the e-istence of the su$)ect matter of the contract or the identity of a party (i.e. dealing "ith someone else 7on Est 1act$m . A defense that may allo" illiterate or infirm persons to a(oid lia$ility on a "ritten agreement if they can esta$lish that they "ere not a"are of the true nature of the document+ and "ere not careless in e-ecution o 9arro" form of mista*e o Applies only to type of agreement $eing signed not to the terms of the agreement !nilateral %ista+e . A mista*e $y one party to the agreement

%$t$al %ista+e . A mista*e "here $oth parties ha(e made mista*en assumptions as to the su$)ect matter of the agreement. Can $e same mista*e or different mista*es o =ista*e as to su$)ect matter of contract+ then the contract is unenforcea$le o =ista*e as to identity of the !arty Aepends if the identity of the person is an essential element of the agreement 'f essential may not $e enforcea$le+ if not essential . it "ill $e enforcea$le Courts "ill not enforce agreements "hen the other party is a"are of the mista*e $eing made Rectification . ,he correction of a mista*e in an agreement that "ould ha(e rendered the agreement impossi$le to perform. o :.g. A agrees to sell C to & and deli(er to &1s house at 1D =ain #treet. &ut in contract+ "ritten 1DD =ain #treet (no e-ist . & later found lo"er price of C some"here else and refuse to $uy. A may apply for rectification to correct to 1D =ain #treet and sell to &. %isrepresentation Characteristics of %isrepresentation: 1 statement or conduct+ 2 'nduces the other party to enter into the contract. 3 =ust $e a material matter. 4 =ust $e a statement of fact and not opinion (:-ception8 e-pert opinion + 5 #tatement made $efore contract entered into Rescission . ,he re(ocation ( of a contract or agreement ,ypes of %isrepresentation o Innocent %isrepresentation 4A false statement of a material fact made $y a party that honestly $elie(ed the fact to $e true. Courts attempt to put the parties $ac* into position they "ere $efore the contract "as entered into o 1ra$d$lent %isrepresentation . A false statement of fact made $y a person "ho *no"s+ or should *no"+ that it is false+ and made "ith intention of decei(ing another 'eceit ( 4 A tort that arises "hen a party suffers damage $y acting upon a false representation made $y a party "ith the intention of decei(ing the other =ade *no"ingly ?ithout $elief in its truth @ec*lessly or carelessly "ithout regard for its truth Contractual (s. ,ort remedy Contract8 rescission is contractual remedy . 'f courts can restore parties to position they "ere $efore entering into the contract ,ort8 Aeceit . allo"s for damages and can a"ard puniti(e damages o %isrepresentation () 7on8'isclos$re 4 Beneral rule is 9o o$ligation to disclose+ :-ception8 certain types of relationships or contracts+ e.g. Contracts Contracts of /tmost Bood %aith ('nsurance2 !artnership2 Contracts "ith special trust or confidence $et"een the parties !artial disclosure of facts has effect of rendering the part disclosed as false o 7egligent %isrepresentation ( . #tatements that are sufficiently rec*less $ut not 0uite fraudulent @emedy ( depends on type of misrepresentation8 o 'nnocent rescission only o 9egligent rescission and damages

o %raudulent rescission and damages !nd$e Infl$ence 4 A state of affairs "here$y a person is so influenced $y another that the person1s )udgment is not his or her o"n. '.e. 9ot in a fair $argaining position o 2 #cenarios #pecial @elationship does not e-ist #pecial @elationship e-ists ,ypes8 la"yer6client2 doctor6patient2 trustee6$eneficiary2 parent5child2 spiritual ad(isor6parishioner Aoes not apply to spousal relationship /ndue influence re0uires dominant party to pro(e other"ise o 9o undue influence if agreement "as fair and reasona$le in the circumstances %ull disclosure is made prior to the formation of contract ?ea*er party free to see* independent legal ad(ice Contract is (oida$le at option of "ea*er party '$ress ( 4 ,he threat of in)uring or imprisonment for the purpose of re0uiring another to enter into a contract or carry out some act. o ,hreat can $e to person directly or to person1s family (or a close relati(e o Contract is (oida$le at option of person once they come out from under duress o ,hreat to person and not person1s goods !arty should a(oid the contract immediately after free other"ise court may not accept duress.

Chapter .9: "he E*tent of Contract$al Rights -ri it) . A person cannot incur lia$ility under a contract to "hich he or she is not a party o #trangers or third parties ha(e no lia$ility nor rights under a contract. :-ceptions8 Constructi(e ,rusts . gi(es rights to $eneficiaries 9o(ation . parties replace contract or parties if all agree Eicarious !erformance . allo"s third parties to perform under a contract o Only parties to a contract ha(e lia$ilities or rights under a contract o ,hese rights can $e transferred in manners that are e-ceptions to the rule of pri(ity "r$sts . An agreement or arrangement "here$y a party (trustee holds property for the $enefit of another ($eneficiary . Constructi(e ,rust (e0uita$le concept . 9ormally $eneficiary is not a party and ga(e no consideration so has no rights2 &eneficiaries are not a party to the trust $ut can enforce its terms under e0uity !romises under seal . ,hird parties can enforce agreements for the $enefit if made under seal #tatutory @ights and Lia$ilities . ,hird party has statutory right to enforce contract o :-ample8 $eneficiary under a life insurance policy under the 'nsurance Act 7o ation . ,he su$stitution of parties to an agreement+ or the replacement of one agreement $y another agreement. =ost common in creditor6de$tor relations E0$ita(le Assignments . An assignment that could $e enforced if all parties could $e $rought $efore the court. 9eed not $e in "riting+ and all parties must $e $efore the court o Assignments . Can only assign rights not o$ligations o Assignor . one "ho assigns their rights

o Assignee . one "ho recei(es rights under an assignment o Choses in Action . A paper document that represents a right or interest that has (alue Common la" originally only recogniFed rights in contracts $et"een parties as personal rights that "ere not su$)ect to transfer ,reated differently $y e0uity courts o Vicario$s -erformance . A performance of a contract $y a third party+ "here the contracting party remains lia$le for the performance ,tat$tor) Assignment . An assignment of rights that an assignee may enforce if certain conditions are met $y the assignment. Conditions o Assignment in "riting and signed $y assignor o Assignment is a$solute and not conditional o 9otice of assignment is gi(en o Assignment ta*en su$)ect to the e0uities ,et off . ?hen t"o parties o"e de$ts to each other+ the payment of one may $e deducted form the other+ and only the $alance paid to e-tinguish the inde$tedness 7egotia(le Instr$ment 4 An instrument in "riting that+ "hen transferred in good faith and for (alue "ithout notice of defects passes a good title to the instrument to the transferee Assignments . can assign rights to third parties Chapter .:: -erformance of Contract$al O(ligations "ender . ,he act of performing a contract or the offer of payment of money due under a contract. o ,ender of !ayment . !erformance is made "hen money paid at time and place re0uired under the contract o Legal tender . Cannot $e refused if tendered $y $uyer 2 #eller can refuse credit card+ chec*+ $ill of e-change unless specified as form of payment o Ae$t . 'f proper tender of payment is made and refused $y creditor+ interest stops running. Ae$tor need not attempt to pay again o ,ender of !erformance of an Act =ust deli(er goods to proper place at proper time 'f refusal $y $uyer seller need not tender again Aischarge $y means other than !erformance o E*press "erms . Aischarge $y the occurrence of an e(ent specified in the contract o Condition ,$(se0$ent . A condition that alters the rights or duties of the parties to a contract+ or that may ha(e the effect of terminating the contract if it should occur o 1orce %a;e$re . A ma)or+ unforeseen e(ent that occurs that pre(ents the performance of a contract or causes damage to property o Implied "erms . Aischarge $y the occurrence of an e(ent that $y custom of the trade "ould normally result in e-emption from lia$ility o Act of &od . An unanticipated e(ent that pre(ents the performance of a contract or causes damage to property. o 1r$stration . A contract under "hich performance $y a party is rendered impossi$le due to an unforeseen or une-pected change in circumstances affecting the agreement %rustration results in the contract $eing discharged #hould $e inserted into the agreement

#ale of Boods Act . !ro(ides for frustration in certain circumstances o %rustration :-amples8 !ersonal ser(ices of one party re0uired :(ent alters circumstances such that "hat "ould ha(e $een performed is radically different that that contemplated $y the parties /sually arises during "ar Boods di(erted due to "ar %rustration re0uires impossi$ility not mere hardship or greater e-pense o #elf 'nduced %rustration . Aoing something not necessarily re0uired to a(oid a contract 7on C$lpa(le 'ismissal . Aismissal of an employee "here the ina$ility to perform is not self induced $ut due to frustrating factors %aterial Alteration . ,he ma)or alteration of an agreement that has the effect of discharging the contract and replacing it "ith another o Change must go to root of agreement o =inor alterations or a num$er of minor alterations is not enough &reach of Contract . ,he failure of a party to perform a contract according to its terms. Bi(es one party the possi$le right to discharge the agreement

Chapter .<: =reach of Contract and Remedies Rep$diation . A refusal to perform a contract. Can $e e-press or implied Anticipator) =reach . An ad(ance determination that a party "ill not perform "hen the time for performance arri(es. '.e. repudiation of a promise $efore the time fi-ed for performance. o Anticipatory $reach of a condition may end or continue "ith the contract+ 'f continue+ one ta*es the chance the contract may $e discharged in another "ay in interim o @epudiation . 'f partial performance can only rescind if repudiation goes to root of contract o 'octrine of ,$(stantial -erformance 4 Cannot rescind a contract if it has $een su$stantially performed. :.g. A $uild garage for & almost done e-cept small installment A is $usy "ith other pro)ect & cannot repudiate $6c )o$ is almost done & should pay to A "ith the deduction of the remaining )o$. o #u$sidiary !romise . ?arranties "here a sale of goods is concerned2 Allo" for damages $ut not rescission 'mplied @epudiation . 9ot e-pressly repudiated $ut through statements or conduct o !erformance o(er a period of time "hich is inade0uate may $e implied repudiation o 'nferring repudiation can $e a ris*y e-ercise 1$ndamental =reach . A $reach of a contract that goes to the root of the agreement o Allo"s in)ured party to rescind contract and sue for damages o E*emption Cla$ses 4 Construed strictly against the party "ho inserted them (especially in standard form mar*etplace contracts Allo"s parties to a(oid e-emption clauses Aepends on the construction of the contract Aepends on the "ording of the e-emption clause

o ?arranty . 'n a sale of goods+ a minor term in a contract+ the $reach of "hich allo"s one to sue for damages $ut not rescission. Conditions may $ecome "arranties Remedies 4 Compensation or @ight of in)ured party to sue for compensation for the loss suffered. o 1 Loss or in)ury must $e pro(en2 2 Courts attempt to place party into position "ould ha(e $een had the contract $een performed (restore to original position 2 3 Can ta*e the form of monetary damages+ specific performance+ or 0uantum merit o @estitutio in integrum . ,o restore or return a party to an original position. ,ype of Aamages8 1 Li0uidated damages 2 /nli0uidated damages 3 Conse0uential damages 4 :-pectancy damages 5 Lost opportunity damages o &eneral 'amages . @estitution (compensation in G for losses naturally e-pected from a $reach of contract !ut party into position they "ould ha(e $een had the contract $een performed @epresents compensation for losses2 Losses must flo" naturally from the $reach can cannot $e too remote :.g. A pays & for &1s $usiness for G1=. & refuses to sell. & has to pay A $ac* G1= plus interest as general damages. o ,pecial 'amages . #pecific damages that "ould flo" from a $reach of contract Ao not arise naturally or generally from the normal course of e(ents follo"ing such a $reach. :.g. A pays & for $usiness and mo(e from another city+ the cost of mo(ing+ capital loss on a house etc. is special damages. o -$niti e 'amages . 9ot compensation $ut rather punishment "hen actions "ere deceitful+ malicious or offensi(e %itigation (duty of mitigate loss . ,he o$ligation of an in)ured party to reduce the loss flo"ing from a $reach of contract o =ust ta*e steps to mitigate losses o %ind a ne" $uyer+ find a ne" seller Li0$idated 'amages . A $ona fide estimate of the monetary damages that "ould flo" from the $reach of a contract. o Li0uidated damages are damages that can $e determined o$)ecti(ely+ $y applying a simple formula8 Creditor o"es 2DDD as the contract price $ut has paid only 1DDD8 G2DDD . G1DDD H G1DDD in li0uidated damages o 'f unreasona$le amount is a penalty clause+ !enalty clauses are unenforcea$le as they are a*in to puniti(e damages "hich are not allo"ed for ordinary $reaches of contract2 so amount must $e some relation $et"een amount estimated and actual loss. o Aifference $et"een part5payment and deposits+ i.e. $uying a $i*e of G5DD and put deposit of G4DD. $uyer may pay only partial payment not lose all G4DD Remedies for -artic$lar ,it$ations o ,pecific -erformance 4 an e0uita$le remedy of the court that may $e granted "hen damages "ould $e inade0uate+ and that re0uires the defendant to carry out the agreement according to its terms. %orce the party to do something they agreed to do and must $e a uni0ue su$)ect matter. :.g. Land+ anti0ues+ rare goods since can1t find similar one

o In;$nction . An e0uita$le remedy of the court that orders the person or persons named therein to refrain from doing certain acts !re(ent party from doing something they agreed not to do. :.g. A offer & "ith (ery high "age to "or* for him only (not for other for 1 month. & "or* for C+ court may issue in)unction to order & not "or* for C. o #$ant$m %erit . /sually in situations of ser(ices or mi-ed goods6ser(ices2 @emedy not $ased on the contract $ut upon 0uasi5contract+ reasona$le price A(aila$le if contract has $een partly performed Courts concerned "ith compensation for the "or* performed

Chapter <: Intentional "orts A tort and crime can arise from the same incident2 Aistinction $et"een criminal and tort la"8 o Criminal is pu$lic (cro"n $rings the action . !u$lic "rongs or "rongs against society o ,ort la" is pri(ate (in)ured party $rings the action in ci(il court . !ri(ate "rongs or "rongs against the indi(idual Intentional "orts 3ith a -erson Assa$lt . A threat of (iolence or in)ury to a person =atter) 4 ,he unla"ful touching or stri*ing of another person o 9ot e(ery application of force is a $attery in la"2 Applied "ith the intention of causing harm. 'f it does not call harm+ it must $e done "ithout consent or in anger Emplo)er Vicario$s Lia(ilit) . :mployer is lia$le for the actions of an employee for acts during the course of $usiness. o :mployer lia$le only for ci(il conse0uences not criminal unless directed or authoriFed the act 'amages . ,o compensate (ictim for in)uries2 and !uniti(e damages a"arded in situations of (icious and unpro(o*ed attac*s 'efenses o -ro ocation ( . Only ta*en into account in determining puniti(e damages2 i.e. still ha(e lia$ility. o ,elf 'efense . Can $e a complete defense if esta$lish defendant had a genuine fear and forced used "as reasona$le in circumstances 1alse imprisonment 4 /nla"ful restraint or confinement of the indi(idual $y a person =ost common in security personnel situations 9eed not re0uire actual physical restraint =ay restrain if a crime "as committed !eace officers may mista*enly restrain !olice must ha(e reasona$le and pro$a$le grounds o 1orci(le Confinement ( 4 Confinement against a person1s "ill A criminal offence Lac* of resistance ( is generally not a defense 'efences ($ut should still contact police immediately 8 o if you find someone committing an indicta$le offence you can arrest the person. o if you ha(e reasona$le grounds to $elie(e a criminal offence has $een committed+ and the person committing it is escaping from someone "ho has authority to arrest the person you may arrest that person o if you o"n or are in charge of property and you find someone committing a criminal offence on or in relation to the property+ you may arrest the person. o person seiFed in process of committing a crime o innocent person falsely seiFed $ut "ith reasona$le and pro$a$le grounds to $elie(e that person committed a crime (not mere suspicion

Intentional "orts 3ith the Rep$tation -erson 'efamation . %alse statements that in)ure a person1s reputation o Li(el (printed or pu$lished . permanent form such as "riting or a cartoon+ applies to the internet today o ,lander . (spo*en false statements or gestures that in)ure a person1s reputation. 'efense o "r$th . As to the statements made o A(sol$te pri ilege . !rotects the spea*er "hether statements are true or false or e(en made maliciously Limited to statements made in parliament+ @oyal Commissions+ courts o #$alified pri ilege . #tatements made in good faith "ithout malicious intent2 ,o allo" free speech on matters of pu$lic importance. :-amples8 letters of reference+ fair comment and criticism in matters of pu$lic interest if statement made in good faith (i.e.+ no malicious intent "ith an honest $elief in its accuracy o 'eath of a -art) 4 Cannot defame the dead Criminal :lement . Li$el can $e criminal if pu$lished "ithout la"ful e-cuse or )ustification e-posing the person to hatred+ contempt or ridicule Intentional Interference 3ith Land and Chattels ( "respass to Land . 'n)ury of a person+ entry on the lands of another "ithout permission+ or the seiFure of goods of another "ithout consent o :ntering land "ithout permission can $e implied or e-pressed o Originally there "ith permission $ut refusing to lea(e "hen re0uested to do so o ,unneling under another1s land "ithout permission o :recting a "all or fence on anotherIs land+ stringing "ires o(er another1s land o ,hings can trespass such as o(erhanging ea(es or trees Con ersion 4 the refusal to deli(er up (return chattel to its rightful o"ner $y a $ailee ( o ,respass to goods or ?rongful ta*ing of another1s goods o e.g.+ refuse to return goods you are storing for o"ner o ?illful damage of goods "hile in o"ner1s possession (e.g.+ puncturing tires of cars on dealer1s lot o Remed) . Aamages e0ual to the goods ta*en o @ights of $ailee in possession ,he $ailee does not ac0uire o"nership &ailee may act li*e an o"ner against those "ho interfere "ith his possession as a $ailee 'f the $ailee sues to reco(er damages+ they are held in trust for the o"ner5$ailor ,he $ailor can also sue someone "ho interferes "ith the $ailee1s possession for negligence or interference "ith the $ailor1s property rights. o ,he right of the $ailee to the return of the goods ,he $ailor has the right to the return of the identical goods originally deli(ered to the $ailee+ unless they are fungi$le goods

%ungi$le goods are those "hich are indistinguisha$le for other goods of the same type+ and "hich are interchangea$le.

=$siness Related "orts Co(ers situations "here $usiness engage in improper practices that cause in)ury to others /ntrue statements a$out competitors goods or ser(ices Attempts to steal trade secrets @estriction of trade !rotected through common la" and statute (Competition Act ,lander of &oods . #tatement alleging that the goods of a competitor are defecti(e+ shoddy or in)urious to the health of a consumer. o Can apply to consumers or $usinesses o :.g. #alesperson8 Aon1t $uy the other store1s plasma tele(isions+ '1(e chec*ed them out and they1re all defecti(e. In;$rio$s 1alsehood . %alse statements a$out a firm+ its products or $usiness practices intended to dissuade others from doing $usiness "ith the firm o ?ider scope than slander of goods ,lander of "itle 4 An untrue statement a$out the right of another to the o"nership of goods o #tatements that a competitor has improperly ac0uired the goods put up for sale o :.g. #alesperson8 Jou don1t "ant to $uy the other store1s ,oronto =aple Leaf hoc*ey shirts+ they1re not e(en officially licensed 9KL products. =reach of Confidence 4 'mproper dealings "ith a competitor1s employees. :.g. Offering money for trade secrets. o Aamages8 =onetary damages2 Aismissal of employee Restraint of "rade 4 Agreement $et"een firms to fi- prices+ in)ure competition+ or pre(ent others from entering a mar*et. o ,reated as crime under the Competition Act and Co(ered $y common la" o :.g. Bas station manager to another8 ?hy don1t you duplicate my gas prices this month+ and '1ll copy your prices ne-t monthL o 'nducing &reach of Contract . 'nducing another to $rea* or se(er a $usiness relationship2 e.g. A force & stop doing $usiness "ith C2 other"ise A "on1t $uy from &. C can ta*e action again A. 'eceit ( 4 A tort that arises "hen a party suffers damages $y acting upon a false representation made $y a party "ith the intention of decei(ing the other o Arises from fra$d$lent misrepresentation o =ust &e 1 a material nature2 2 =ade "ith intention of decei(ing2 3 Other party relied upon the statement 1ra$d$lent Con ersion . O$taining goods under false pretenses2 9ot theft since the o"ner did gi(e the party the goods o #upposed :mployee8 '1m the personal assistant of &ill Bates+ and he "ants his ne" C$o- 36D deli(ered tomorro" !nfair =$siness -ractices . &usiness practices designed to ta*e ad(antage of consumer ignorance or ine-perience. /sually dealt "ith through consumer protection la"s

o :.g. #alesperson8 ' )ust ma*e a *illing selling that used car that "as ruined in the flood to that elderly illiterate man "ho doesn1t e(en really spea* :nglish and *no"s nothing a$out cars.

Chapter >: !nintentional "orts and 7egligence "he Concept of "ort Lia(ilit) 4 one should not intentionally cause in)uries to another. 'nitially only deli$erate direct in)ury "as actiona$le o ,trict Lia(ilit) . @esponsi$ility for loss regardless of the circumstances #trict lia$ility still e-ists $ut a mo(e to"ards negligence o Vicario$s Lia(ilit) . ,he lia$ility at la" of one person for the acts of another :mployers (deep poc*ets theory . 'f done during the course of employment -ro*imate Ca$se 5Ca$sation6 . A cause of in)ury directly related to an act of a defendant o =ust $e a connection $et"een the defendant1s act and the plaintiff1s in)ury2 Cannot $e too remote o '$t) of Care 4 Auty not to in)ure another person. A right5duty relationship Auty not to in)ure must $e o"ed to the party suffers the in)ury 1oreseea(ilit) (@easona$le person . A standard of care used to measure acts of negligence o A reasona$le person "ould foresee that their actions "ould cause harm to another o 'f yes H lia$le 'f no H not lia$le 't1s a fle-i$le concept /nintentional . negligence or rec*lessness o /sually an omission on the part of someone o Auty to refrain from acting negati(ely o 9o duty to act a certain "ay (positi(e duty %ens Rea 4 A guilty state of mind or intention to commit a crime or tort. : Re0$irements 7egligence 5Lia(ilit)6: o Aefendant o"es the plaintiff a duty not to in)ure o Aefendant1s actions constitute a $reach of that duty o !laintiff suffers some in)ury as a direct result (causation of the defendant1s actions Res Ipsa Lo0$itor 4 3the thing spea*s for itself4. !laintiff must pro(e8 1. Cause of in)ury is something in the e-clusi(e care and control of the defendant 2. Circumstances constitute e(ents that "ould not normally occur if proper care had $een ta*en $y the defendant o &urden shifts to defendant if pro(en Occ$pier?s Lia(ilit) 4 (common la" duty of care o"ned $y occupier to those "ho come on their land. Auty o"ned depends on *ind of person entering (ascending order of importance o "respassers Lo"est duty of care o"ed Auty of common humanity+ not deli$erately in)ure o Licensees . :nter land "ith e-press or implied permission =edium duty 5 duty to protect from concealed dangers o In itees . A person "ho enters upon the lands of another $y in(itation+ usually or the $enefit of the person in possession of the land @etail stores O"ed the highest duty of care

o Contract$al Entrant . A person "ho enters on the premises "ith a colour of right stemming from a contract "ith the occupier. :.g. Koc*ey game+ mo(ie theater+ opera+ night clu$ Auty to "arn or protect from any unusual dangers or haFards of "hich the occupier is a"are or ought to $e a"are %an$fact$rers? Lia(ilit) for 'efecti e -rod$cts o =anufacturer1s no" o"e a duty of care to any foreseea$le users of their products if8 ,hey "ere negligent in their manufacture ,hey "ere a"are of dangers associated "ith the goods and failed to "arn o ?hen a manufacturer produces a product "hich is defecti(e and causes a consumer or user to $e in)ured+ the manufacturer may find itself sued for negligence in the design or manufacture of the product. o !roduct lia$ility suits often in(ol(e many in)ured consumers "ho participate in class proceedings o ,he use of the doctrine res ipsa lo0uitur $y the plaintiff is not uncommon in product lia$ility suits. 7$isance ( 4 (?ide application 'nterference "ith the en)oyment of real property or+ in some cases+ material interference "ith a person1s physical comfort. #uch as noise+ (i$ration+ smo*e+ fumes+ and contaminants of all sorts that may affect the use of land. o &alance the reasona$le use of land $y one "ith the decrease in en)oyment $y another. Re0$irements8 #erious decrease in en)oyment of land #pecific damage to the land o Remedies for damage o In;$nction . :0uita$le remedy order the person to refrain from doing certain acts o :n(ironmental nuisance . Co(ered through legislation 'efenses o Contri($tor) 7egligence Actions of the in)ured party contri$uted to their in)uries (plaintiff1s carelessness 'n)ured party is the author (partially or "holly of their o"n misfortune @esponsi$ility is apportioned o Vol$ntar) Ass$mption of Ris+ (Eolenti non fit in)uria . Eoluntary assumption of the ris* of in)ury. o Act of &od . /nanticipated e(ent that pre(ents the performance of a contract or causes damages to property. '.e. Cause are $eyond one1s control. :.g. lightning cause fire in A1s house and spread to &1s house. 'f & sue A+ A can use act of Bod to defend. o 2ai er . An e-press or implied renunciation ( of a right or claim. /sually must $e "ritten and co(er the in)ury contemplated $y the parties at the time o Release 4 !romise not to sue or press a claim+ or a discharge of a person form any further responsi$ility to act

o ,tat$te of Limitations 4 Legislation sets forth time periods "ithin one must $ring an action. =ost pro(inces it is 2 years from the date the in)ury occurred 'octrine of Laches . An e0uita$le doctrine of the court "hich pro(ides that no relief "ill $e granted "hen a person delays $ringing an action for an unreasona$le long period of time.

"ort Remedies o Compensator) 'amages 4 =oney damages. !urpose is to restore the in)ured party to a "hole state (undo the harm done ,pecial damages: co(ers specific losses or costs (actual amounts &eneral damages: compensation for pain and suffering+ future health issues+ permanent incapacity (estimated $y court o 7ominal 'amages 4 9o actual damages and ,ort does not result in a monetary loss A"ard nominal damages i.e. G1 (as "ell as court cost and legal fee of plaintiff o -$niti e 'amages or E*emplar) 'amages 4 Aamages a"arded to 3set an e-ample4 to deter similar $eha(ior $y others Co$rt Orders 4 Order $y a court to a person to stop doing something or to do something o Contempt of Co$rt . refusal to o$ey a court order fine or )ail sentence o Order of Reple in . Court action that permits a person to reco(er goods unla"fully ta*en $y another.

Chapter @: ,pecial "ort Lia(ilities of =$siness -rofessionals -rofessional8Client Relationship o Created $y Contract . Contractual duty of professional to perform ser(ices 9egligent performance is a $reach of contract o 'mplied 4 &y pro(iding ser(ices 1id$ciar) '$t) . Auty to place a client1s interests a$o(e the professional1s o"n interests o Aistinguishes a professional from others o A(oid conflicts of interest ,ort Auty of Care . professionals must perform their duty according to the accepted industry standards. 't1s determined $y the self regulating $ody Informed Consent . %ull and understanda$le e-planation of ris*s associated "ith a course of action+ and the clear understanding $y the client or patient o 'f not done a cause of action o 'f done a defense o =oral o$ligation (the right thing to do 7egligent %isstatements . negligent misstatements made $y a professional to a client. o =ay constitute a $reach of the standard of care o #cope of lia$ility e-tends to those "hom the professional *ne" "ould rely on such statements and "as intended to $e relied upon "hreefold "est(determines lia$ility o ?hether the harm "as foreseea$le o ?hether there "as a relationship $et"een the parties of sufficient pro-imity o ,erms of pu$lic policy it "ould $e )ust and reasona$le to impose the duty on the party ma*ing the statement -rofessional Lia(ilit) o Beneral rules of professional lia$ility apply regardless of the profession o Certain statutes may impose e-tra duties for certain professions (i.e. accountants

o #ome differences e-ist for certain professions (i.e. ,olicitor Client -ri ilege for la"yers . the duty of a la"yer to *eep confidential information pro(ided $y a client o :ngineers more specialiFed and restrict their practices to areas of e-pertise o Architects . lia$le for design fla"s not construction fla"s Chapter .@: La3 of Agenc) Characteristics of Agenc) o Arises $y e-press agreement+ conduct+ or necessity o 'n(ol(es 3 parties8 principal+ agent+ third party o !rinciple that an agent can $ind a principal to a contract Role of an Agent: Agenc) . la" deals "ith relationship $et"een principal and agent o -rincipal . A person on "hose $ehalf an agent act o Agent . A person appointed to act for another+ usually in contractual matters 7at$re of Relationship o Bo(erned $y tort la"+ contract la"+ and e0uity o Agent is one "ho is empo"ered on $ehalf of another o Acts of agents $ind principals if done "ithin ,cope of -o3er o Can act for more than one principal at the same time (insurance agents o =inors can act as agents Agenc) () E*pressed . can $e esta$lished $y e-press agreement+ either "ritten or oral o Bo(erned $y contract la"+ i.e. Contractual rules must $e follo"ed #tatute of %rauds+ formal contracts Auties set forth in agreement (ad(antage to a "ritten agreement o Contracts Contract one is $et"een agent and principal Contract t"o is $et"een principal and third party (although negotiated $y the agent Agenc) () Cond$ct or Estoppel 4 agency inferred from the actions of the principal o Arises $y actions "hich con(ey impression that one is an agent for another or has conferred authority to act on one1s $ehalf o ,ypes of Authority Act$al A$thorit) . "here e-pressly gi(en Apparent A$thorit) (implied from actions . A$ility of an agent to $ind a principal "here the principal has not notified third parties of the restrictions or terminated authority of the agent '$ties of the -arties o &ood 1aith . &oth parties must act in good faith Agent must act in the $est interests of the principal+ not themsel(es o -rincipal?s '$ties . !ay for ser(ices $y agent2 'ndemnify ( agent for reasona$le e-pense o Agent?s '$ties O$ey la"ful instructions of principal Meep information confidential 'nform principal

=aintain standards re0uired to perform 9ot delegate duties "ithout permission of principal Meep accounts "hen re0uired Agenc) () Operation of La3 4 Agency that may arise in certain circumstances out of necessity "here it is not possi$le to o$tain the authority of the principal to act o Agency $y necessity and /na$le to communicate "ith principle o ,oday such situations are limited $ecause of modern communication Ratification (of Contracts $y a !rinciple o ?hen a principal "ishes to ta*e ad(antage of contract negotiated $y their agent "hen agent had not authority to negotiate o 'f done properly $inds principal to contract "ith third party o =ay ratify if principal "as identified in agreement as principal o #u$)ect matter of contract is something principal is capa$le of o =ust $e made "ithin a reasona$le time after agent enters into contract o =ust $e for the "hole agreement o 'f accept $enefits under the contract then the principal has ratified o =ust repudiate a contract made $ an agent "ithout authority promptly or "ill $e $ound $y the contract o #ilence $y principal is not acceptance o @atification is at date contract "as made $y agent "hird -arties and the Agenc) Relationship o 'isclosed Agenc) . Agent should indicate only acting as agent Agent signs on $ehalf of principal in principal1s name (only principal is lia$le under the contract+ not the agent 'f principal "ishes not to ha(e identity re(ealed agent can8 :nter in agent1s o"n name2 or :nter as agent for unnamed principal o !ndisclosed Agenc) . Agent fails to disclose they are acting as an agent Agent may $e lia$le Agent can also enforce contract against third party o 1ictitio$s Agenc) . Agent contracts on $ehalf of a fictitious or non5e-istent principal ,hird party may sue for $reach of "arranty of authority ,his is the same if agent enters for a principal for "hom the agent does not ha(e authority to act 'f intention $y agent "as to decei(e "ill $e lia$le for fraud (remedy of deceit o !ndisclosed -rincipal . Agent fails to disclose identity of principal $ut descri$es self as agent Agent is not lia$le &ut if Agent fails to disclose acting as an agent+ Agent and6or principal is lia$le Lia(ilit) of -rincipal in "ort o !rincipal may $e held lia$le for tort committed $y agent if committed in ordinary course of carrying out agency agreement Often $ased on fraudulent misrepresentation

o 'f committed outside scope of agent1s employment only agent lia$le "ermination of the -rincipal8Agent Relationship o =ethods8 :-press contract8 usually pro(ides for termination /sually must gi(e notice %i-ed or implied ,as* is completed 'ncapacity of principal or agent &an*ruptcy of principal o =ust inform third parties of termination Chapter .7: La3 of ,ole -roprietorship and -artnership ,ole -roprietorship . A $usiness "here the sole o"ner if responsi$le for the management and the de$ts of the $usiness o #implest form of $usiness o /nlimited personal lia$ility o Limited a$ility to raise capital o =ay re0uire registration or license -artnership . A legal relationship $et"een t"o or more parties for the purpose of carrying on a $usiness "ith a (ie" to a profit o 9ot include organiFations not in $usiness for profit . charities+ social clu$s+ sports groups o Kistorical Ae(elopment8 Originally common la" ,oday mi- of common la" and statute =ost recent de(elopment is the 3limited lia$ility partnership4 or LL! 7at$re of a -artnership 5%actors that esta$lish a partnership e(en if no e-press agreement 8 o #haring of profits o Contri$ution of capital o Acti(e participation in management o !art o"nership or co5o"nership not necessarily a partnership 1actors that do not esta(lish a partnership: o )oint o"nership of property o sharing of gross fees6returns (i.e.+ as opposed to sharing profits o contract for remuneration (e.g.+ $onus or commission $ased on $usiness performance o repayment of a de$t6loan 'isting$ish -artnership sA Co8o3nership o !artnership Contractual %ounded on mutual trust !artner agent of other partners and the partnership !artners share in partnership property is al"ays personality #u$)ect to !artnership Act o Co5o"nership

Arises in se(eral "ays %reely aliena$le "ithout consent of other co5o"ner 9ot an agent of other co5o"ners Co5on"ers can o"n any type of property Aissol(ed through disposition of property Lia(ilit) of -artnership . !ersons "ho form a partnership are collecti(ely called the firm and $usiness carried on in the firm name. o Noint and se(eral lia$ility !artners indi(idually and as a group ha(e lia$ility for a de$t of the partnership !artners are agents for each other and for the partnership Lia$le for tort of partner if committed in course of partnership $usiness o New partner not lia$le for e-isting de$ts /9L:## agrees to assume them

Lia(ilit) of Emplo)ees o !artnership firm is the employer o !artners responsi$le for direction and super(ision of employees o Lia$ility in tort . 'f committed in performance of partnership $usiness o Lia$ility in contract . 'f employee authoriFed to enter into such contracts Rights and '$ties of -artners o !artnership usually sets out rights and duties o %ree to fi- such rights and duties o =inimal re0uirements under !artnership Acts o !roperty $rought into the partnership is partnership property o Land is held in trust for the partnership -artnership Act 4 @ules determine partners1 interests+ a$sence of e-press or implied agreement o :0ual share in capital and profits o 'ndemnity $y the firm for personal payments and personal lia$ilities o 'nterest paid on e-cess capital contri$utions o 9ot interest $efore profits o :(ery partner may ta*e part in management o 9o ne" partners "ithout consent of others 'issol$tion of -artnership . ,he termination of the partnership relationship o Can $e set forth in partnership agreement o Aissol(e automatically at end of term set in agreement o Aeath or insol(ency of a partner o =entally unsound or incompetent o &reach of partnership trust Retiring partner remains lia$le for de$ts /9L:## notice gi(en (e.g.+ in Ontario Gazette . @etired partner must notify all old customers of the firm $y letter+ and notify the general pu$lic $y the "ay a notice pu$lished in the official pro(incial &aBette ( . Court may dissol(e partnership or party may apply to court for dissolution o mental incompetence or permanently incapa$le of performing duties o $reach of partnership agreement o $usiness operates at continuous loss Res$lt of dissol$tion o Li0uidation of assets o Aetermine partners1 share o #et order of payment of de$ts from li0uidation is set out in Act and in agreement o =ust notify customers of firm of dissolution !artners lia$le for de$ts of partnership during time as a partner Limited -artnership o Limited -artner . A partner "ho may not acti(ely participate in the management of the firm+ $ut has limited lia$ility Limited partner can $ecome a general partner if one ta*es an acti(e role in management

=ay ad(ise (occasionally only+ can1t $e appear in letterhead o &eneral -artner 4 A full partner "ith unlimited lia$ility for the de$ts of the partnership. At least one general partnership for a $usiness. Limited Lia(ilit) -artnerships o A partnership "here indi(idual partners are lia$le for the general de$ts of the partnership and for personal negligence $ut not lia$le for the negligence of other partners #uited to professional practices such as la" and accounting #ome pro(inces ha(e created limited lia$ility partnership legislation =$siness Applications o Coint Vent$re 4 A $usiness relationship $et"een corporations Can $e $et"een t"o or more corporations o ,a- ad(antages . 'ncome of a partnership 3flo"s through4 the partnership "ithout ta-ation ,a-ed at the hands of the partners indi(idually Re0$irement Registration of -artnerships o Earies $y pro(ince o /sually re0uires disclosure of partners name+ partnerships name+ date of commencement etc. o #ome pro(inces cannot defend or institute legal proceedings if unregistered

Chapter .8: Corporation La3 Corporation . a type of legal entity created $y the state o :-istence in la" is separate from those "ho form it (limited lia$ility o A person in the eyes of the la" "ith similar rights and responsi$ilities to that of an indi(idual Characteristic of Corporation o 9ot an indi(idual nor a partnership o #eparate legal entity from its o"ners o :-istence at la"+ $ut not material e-istence o @ights and duties set forth $y la" o Agents can $ind corporations o #hareholders ha(e limited lia$ility ,hareholder . A person "ho holds a share interest in a corporation2 a part o"ner 'irector 4 /nder corporation la"+ a person elected $y the shareholders to manage its affairs Officer . A person elected or appointed $y the directors to fill a particular office (president+ secretary+ etc. #hareholders elect directors and directors appoint officers Control . =anagement lies "ith directors o #u$)ect to limitations in the articles or shareholders agreement o #hareholders cannot $ind the corporation in contract (only officers and directors Limited Lia(ilit) . #hareholder1s loss are limited to in(estment+ personal assets generally are not su$)ect to creditors.

"ransfer of Interests . %reedom of shareholders to transfer shares o %reely in a pu$lic or pri(ate company o #u$)ect to restrictions in articles or shareholders agreement ,erm of Operation of the &usiness o Corporation has perpetual e-istence o Continues e(en if shareholders die Operation of the $usiness entity is Bo(erned $y #tatute and internal agreements #eparate :-istence . #eparate legal e-istence from shareholders o Assets $elong to the corporation and not the shareholders Corporate 9ame . =ust not $e the same as another corporation o Last "ord identifies it as a corporation ('nc.+ Ltd.+ etc. %ethods of Incorporation o Ro)al Charter . Original method used to permit a monopoly or o"n land (e.g. KudsonIs &ay Company Ming1s prerogati(e o Letters -atent . A go(ernment document that creates a corporations a legal entity 7ue$ec and !.:.' /ltra (ires not apply unless third party a"are of restrictions o ,pecial Act . A corporation created $y an act of parliament or a legislature for a specific purpose Only po"ers specifically granted to it $y the Act %or pu$lic or 0uasi5pu$lic purposes /ltra (ires . if corporation attempts to perform something outside its po"ers o &eneral Act . A form of incorporation "here$y a corporation may $e created $y filing specific information re0uired $y statute /sed $y most pro(inces Certificate of Incorporation . A go(ernment certificate creating the corporation Relations 3ith "hird -arties o 'octrine of Constr$cti e 7otice . !resumption at la" that e(eryone has *no"ledge of the content of all statutes Aoctrine of /ltra Eires and Constructi(e 9otice a$olished for general5Act corporations o Indoor %anagement R$le 4 A party dealing "ith a corporation may assume that the officers ha(e the (alid and e-press authority to $ind the corporation Incorporation -rocess 4 1 Content 2 9ame 3 Address 4 Airectors 5 'ncorporators 6 #hare capital (restrictions . !u$lic or pri(ate O 'nternal documents ,hareholders? Agreements 4 An agreement $et"een shareholders of a pri(ate corporation concerning management and6or future reorganiFation of the corporation such as $uy5out of interests o !rotects minority shareholders o #ets ground rules : ")pes ,hareholders? Agreements

o #hareholder and corporation o #hareholder and other shareholders o #hareholders "ho act as directors 'ssues in #hareholders Agreements o =inimums of the Act must $e a$ided $y o Earious matters (set forth in te-t at page 321

Corporate ,ec$rities o #hare . ,he o"nership of a fractional e0uity interest in a corporation /sed to raise capital for corporation Can $e fi-ed or par5(alue Common or preferred All corporations must ha(e some (oting common shares o 1loating Charge . A de$t security issued $y a corporation in "hich assets of the corporation+ such as stoc*5in5trade+ are pledged as security. /ntil such time as default occurs+ the corporation is free to dispose of the assets 9ot a share $ut a de$t Attaches to assets in general o 'e(ent$re . A de$t security issued $y a corporation that may or may not ha(e specific assets of the corporation pledged as security for payment o !riority rights determined $y &an*ruptcy Act and !ersonal !roperty #ecurity Acts

'i ision of Corporate -o3ers '$ties and Responsi(ilities of 'irectors o O"nership is separate from management o =ust ha(e at least one director o Airectors responsi$le for corporation1s operations o @ight to declare di(idends o &alance need of shareholder protection and freedom to manage o Airectors ha(e a fiduciary duty 1id$ciar) . A relationship of utmost good faith in "hich a person+ in dealing "ith property+ must act in the $est interests of the person for "hom they act+ rather than in their o"n $est interests o Accounta$le at la" for $reach of duty o Airectors responsi$le for day5to5day operations o #hareholders may remo(e directors Airector must o Act in good faith at all times o /se care and s*ill in carrying out duties o :-ercise po"ers and duties honestly "ith a (ie" to the $est interests of the corporation o :-ercise po"ers "ith the care and s*ill of a reasona$ly careful and prudent person in similar circumstances Airector may not8 o :ngage in acti(ity that might permit the director to profit at the corporation1s e-pense o &e in a conflict of interest =ay if disclose and gets appro(al of the &oard =ust a$stain from (oting on such matters as a director $ut may (ote as a shareholder 'octrine of Corporate Opport$nit) 4 ,he use of corporate information for a personal $enefit to the detriment of the corporation.

o 'f director ta*es an opportunity $elonging to the corporation they ha(e $reached their fiduciary duty. :-amples8 land or shares -ersonal Lia(ilit) of 'irectors Airectors are personally lia$le for certain acts and imposed to encourage directors to comply "ith the la". o Beneral rule8 lia$le for any loss $y the corporation+ if the directors commit the act "hen it is ultra (ires o Ao things contrary to the statute+ declare a di(idend that impairs the capital of the corporation o Certain statutes impose lia$ility8 en(ironmental o =ay $e lia$le for unpaid ta-es and employee "ages 'irector?s 'efense of '$e 'iligence . ,he o$ligation on the directors to ensure that effecti(e systems are in place to comply "ith the la"+ and to monitor the systems to ensure compliance. o Aoes the action lead to a$solute lia$ility o Can a defense of due diligence $e raised o Airectors must e-ercise the care+ diligence+ and s*ill that a reasona$ly prudent person "ould do in similar circumstances 'efense of '$e 'iligence o #tandard of Care . Earies depending on the circumstances o O$tside 'irector . A director "ho is not an officer or employee of the corporation =ust inform self of corporations $usiness =ay rely on e-pert reports o =$siness C$dgment R$le 4 ,he reluctance of the court to interfere "ith decisions of the $oard &ad $usiness decisions are not necessarily lia$le decisions @ecent Legislation8 #ar$anes O-ley Act (/#A ,ar(anes8O*le) Act . A /.#. statute that imposes e-tensi(e duties on corporations to ensure accuracy of financial and securities information pro(ided to the pu$lic. ,hareholders? Rights o @ight to information o @ight to elect directors o @ight to appro(e actions of directors o @ight to (ote . Aone at annual general meetings o Auditor1s duty is to the shareholders not the directors =a)ority @ule . #hareholder meetings decide matters $y a ma)ority o :-ceptions8 ?here the act o$)ected to is ultra (ires ( ,he act personally affects the rights of minority shareholders Corporation fails to comply "ith procedural rules Act constitutes a fraud on minority shareholders

Aissent6Appraisal @ights o @e0uirement of corporation to $uy shareholders shares for fair (alue "ho dissent from certain fundamental corporate changes o unhappy shareholders may e-it 5 allo"s change to go ahead oppression o shareholders may see* relief if directors or corporation act in a "ay that oppresses+ unfairly pre)udices+ or unfairly disregards their interests o a $road standard protecting reasona$le e-pectations of shareholders 'issol$tion 4 Corporation has perpetual e-istence o 'na$ility of corporation to ma*e a profit Corporation is sol(ent and may "ind up its $usiness Apply for dissolution Corporate "inding up proceedings Corporation ceases to e-ist "hen process completed !rocedure dictated $y statute 9 %ethods of -$rchase and ,ale o ,hare ,ale . &uyer $uys the shares of the corporation ,a*e the good "ith the $ad o Asset ,ale . &uyer $uys certain assets of the corporation Can $uy the good and need not purchase the undesired 'ssues ,a- implications for each type of sale Beneral rule seller li*es to sell shares and $uyer li*es to $uy assets

Chapter 9/: Emplo)ment La3 :mployment Contract . @e0uires the essential elements of a contract o 'ssue8 :mployment relationship or not :mployee or independent contractor 1o$rfold "est . a test for employment $ased upon 1. O"nership of tools 2. Control 3. Chance of profit 4. @is* of loss 't replaced the simple control test and still had limitations so they added the OrganiFation ,est OrganiBation "est . A test for employment $ased upon an e-amination of the ser(ices in relation to the $usiness itself o Loo* at ser(ices of employee . Are they an integral part of the $usiness or something ad)unct or accessory to normal $usiness 'ndependent Contractor . Controls8 o 'nitiati(e to do the "or* o =anner in "hich the "or* is done o Aoes the independent contractor employ othersL 'ndication one is not an employee Chec*list of :mployment %actors o %ourfold ,est Aegree of Control (high . ?ho controls the "or*L O"nership of ,ools (lo" .?ho o"ns the tools used to do the "or*L Chance of !rofit (lo" . ?ho ta*es a chance on earning a profitL @is* of Loss (lo" .?ho $ears the ris* of lossL o O@ O(erall integral part of $usiness (high o '% these tests are not met+ then the person may $e an independent contractor o #ignificance . :mployee entitled to rights under la" and $enefits "hich independent contractor is not 1orm of the Contract 4 Characteristics o 9eed not $e in "riting to $e enforcea$le o =ay need to $e in "riting under #tatute of %rauds @un for a fi-ed term for more than one year 'nformal e(idence is allo"ed to pro(e the contract :-change of letters Corporations $oo*s =any contracts are (er$al of indefinite hiring 9o re0uirement for a formal document '$ties of the Emplo)er o Beneral @ule :mployers cannot contract out of employment legislation =ost pro(inces ha(e employment standards legislation "hich sets out minimum "ages+ hours of "or*+ o(ertime+ holiday pay+ holidays+ etc.

o 2 %orms of La"s !hysical Aspect (health and safety :mployment Contract (employment standards o Occ$pational Dealth and ,afet) 4 Kealth and #afety Legislation !ro(ision of safety e0uipment "hen haFards associated "ith the )o$ %ailure allo"s employee to refuse "or* until such e0uipment is pro(ided @e0uirement to train employees in use of such e0uipment Legislation imposes stiff penalties for (iolations !ersonal fines for super(isory staff "ho commit (iolations Criminal charges can also e-ist for (iolations o Emplo)ment ,tandards Legislation #ets forth the minimum re0uirements of employers !arties free to negotiate more fa(ora$le terms. i.e. can pay a$o(e minimum "age or gi(e more holidays Beneral ,erms (found in most standards legislation =inimum "age Kours of "or* O(ertime pay Eacation Eacation pay Kolidays ,ermination notice or pay in lieu Lea(es of a$sence o D$man Rights Legislation !urpose8 pre(ent discrimination in hiring or treatment of employees Benerally cannot discriminate $ased on a person1s race+ creed+ colour+ place of origin+ nationality+ se-+ age+ and in some cases physical disa$ilities+ or past criminal record '$t) to Accommodate . ,he o$ligation of an employer to ad)ust "or* for an employee "ith a recogniFed disa$ility &ona %ide Occupational @e0uirement (&%O@ o Can discriminate in hiring process if one can esta$lish &%O@ for the position o =ust esta$lish re0uirement is reasona$le and necessary in order to perform the "or* and complete the tas* o =ust $e done in good faith $y the employer o Age Aiscrimination and =andatory @etirement #e(eral pro(inces ha(e amended legislation to eliminate the right to retire employees "hen they reach age 65 Can still terminate for other causes or for &%O@ ,ermination solely on age is discrimination o ?or*place Aiscrimination @ight of employee to ha(e a discrimination "or* free en(ironment :mployers must control discrimination $y employees against other employees o !ay :0uity Legislation Cannot pay female employees a lo"er "age than male employees for same )o$

#ome pro(inces go a step further . pro(ide e0ual pay for "or* of e0ual (alue o Other Auties 'ndemnify employee for e-penditures or losses incurs in normal course of )o$ !ro(ide employee "ith sufficient tools to do the )o$ "here it is customary !ro(ide employee "ith sufficient information to allo" employee to calculate the remuneration due to employee '$ties of the Emplo)ee 4 ,hose specifically set out in the contract and 'mplied duties8 o O$ey all reasona$le orders of employer o /se property or information of employer in careful and reasona$le manner o Meep confidential information confidential o 'f professional or other accreditation perform s*ills to standard of such profession etc. o Auty to act in $est interests of employer #enior e-ecuti(es+ employees ha(e a higher duty to the employer than do ordinary employees. i.e. %iduciary positions "ermination O1 the Contract of Emplo)ment o #ets out minimum notice period re0uired o Length (aries depending on length of ser(ice of employee o =inimum re0uirement of legislation . Common la" may re0uire more o Common la" rule is one of reasona$le notice . Ade0uacy of reasona$leness determined $y se(eral factors o Common la" 5 %actors8 9ature of contract =ethod of payment Length of ser(ice of employee Age of employee !osition of employee =ar*et place A$ility to find similar "or* =ethod of termination $y employer 'ismissal and 2rongf$l 'ismissal o Aismissal can $e "ith notice or "ithout notice o 'f "ithout notice dismissal is8 "ith )ust cause or2 "ithout )ust cause ("rongful dismissal o C$st ca$se . ,he onus on the employer to esta$lish the grounds for termination of an employee "ithout notice. Brounds for Aismissal8 'ncompetence Brossly negligent in performance of duties Commits a crime A$senteeism #u$stance a$use Aishonesty and diso$edience Conflicts of interest Aisruption of corporate culture Off )o$ $eha(ior that has a negati(e impact on employer o 2rongf$l 'ismissal . ,he failure of an employer to gi(e reasona$le notice of termination. ?hen an employee is dismissed "ithout )ust cause or "ithout proper notice or pay in lieu of notice :mployee may sue for "rongful dismissal :mployee must mitigate their losses

Beneral rule8 damages is actual loss $et"een time dismissed and the end of the reasona$le notice period !urpose place employee in same position had the employee $een gi(en proper notice o !uniti(e Aamages . Only a"arded for $ad faith dismissals :mployer1s actions "ere 3harsh+ (indicti(e+ reprehensi$le or malicious4 o Constructi(e Aismissal . :mployer termination of a contract of employment $y a su$stantial+ unilateral change in the terms of the conditions of employment Aemotions+ lo"er pay+ transfer to ne" location+ transfer to undesira$le position+ changes to "or* en(ironment 2rongf$l Diring (:mployer =isrepresentation . ?hen an employer induces an employee to )oin the employer $ased on misrepresentations of )o$ duties or the position o &ased on tort of negligent or fraudulent misrepresentation o :mployer should not 3o(erstate4 the importance or status of a position o :mployees accept positions $ased on description o :mployee must sho"8 @eliance on the misrepresentation #uffered a loss Emplo)er Lia(ilit) to "hird -arties o Vicario$s Lia(ilit) . Contracts usually in name of company (employer not the employee. :mployers are lia$le for the actions of their employees 9egligence &reach of contract ,est8 if "ithin the scope of the employee1s )o$ 9ot include acts outside the employee1s duties @easons8 :mployer has deeper poc*ets Emplo)er Lia(ilit) for an Emplo)ees In;$ries o Kistorically+ :mployees faced a dilemma2 !ro$lems e-isted in employee suing either employer or other employees of the employer #uccess may lead to dismissal or financial drain on the company :mployer may argue employee (oluntarily assumed ris* or that it "as an in)ury due to employee1s negligence o ?or*ers Compensation !ro(ides compensation to "or*ers in)ured on the )o$ :liminates the dilemma 9o fault system (insurance scheme :mployees co(ered $y act entitled to compensation $ut "ai(e right to sue employer :mployer1s contri$ute to compensation fund

Chapter 99: "he La3 of =ailment 7at$re of =ailment o =ailment 4 ,ransfer of a chattel $y the o"ner to another for some purpose+ "ith the chattel to $e later returned or dealt "ith in accordance "ith the o"ner1s instructions #pecial arrangement $et"een a person ($ailor "ho o"ns or la"fully possess a chattel+ and another person ($ailee "ho is gi(en possession of the chattel for a specific purpose. o =ailor 4 ,he o"ner of a chattel "ho deli(ers possession of the chattel to another in $ailment o =ailee . ,he person "ho ta*es possession of a chattel in a $ailment ,hree :lements o Aeli(ery of goods $y the $ailor o !ossession of the good $y $ailee for a specific purpose o @eturn of the goods to the $ailor at a later time+ or the disposition of the goods according to the $ailor1s "ishes #u$5$ailment . &ailee $ecomes the su$5$ailor+ and someone else $ecomes su$5$ailee o @e0uires permission of $ailor o Allo"ed under a common custom or practice of a trade =ailor8=ailee Relationship o Aeli(ery . Aeli(ery must ta*e place $efore the $ailor5$ailee relationship comes into e-istence. (Aeli(ery can $e apparent o !ossession . @e0uirement of deli(ery of possession ('ncludes constructi(e possession ,itle retained "ith $ailor ($ailee recei(es possession only &ailee @ights . @ight to institute legal proceedings for8 'nterference "ith property2 or ?rongful in)ury to the goods o @eturn of Boods . =ust return goods or dispose of goods according to $ailor1s instructions #ame goods must $e returned :-ception8 fungi$le goods . must return same 0uantity and same 0uality Lia(ilit) for Loss or 'amage o #tandard of Care Aifferent standards for each of the forms of $ailment &ailee1s lia$ility (aries from one type of $ailment to another o Beneral Lia$ility 5 &ailee lia$le for8 failure to return goods @eturned goods damaged or destroyed. :-ception8 reasona$le "ear and tear Onus shifts to $ailee to pro(e standard of care not $reached @eason8 &ailee has *no"ledge of e(ent+ not $ailor o E*c$lpator) Cla$ses 5E*cl$sion cla$ses6 . A clause in a contract that limits or e-empts a party from any lia$ility for damage to the goods &ailee1s attempt to limit their lia$ility $y inserting e-culpatory clauses in their contracts (often standard form

:nforcea$ility depends on8 1 Arafted carefully2 2 &rought to attention of $ailor2 3 @easona$leness (is it a clear a$use of freedom of contractL

")pe of =ailment o &rat$ito$s =ailment 4 A $ailment for the $enefit of either the $ailor or $ailee+ or $oth and is "ithout monetary re"ard Lia$ility (#tandard of Care ,est8 ?ho is the $enefit of the $ailment forL &ailee or &ailor o 'f for $ailor . =inimal lia$ility . ta*e reasona$le care of the goods $y protecting them from foreseea$le ris* o 'f for $ailee . Lia$le for any damage caused $y $ailee1s negligence #tandard of that of an ordinarily prudent person and ho" that person "ould ta*e care of their o"n goods #imilar Legal Concepts to &ailment o License 4 ,he right to use property in common "ith others. Aifference $et"een $ailment and license License lac*s either or $oth e-clusi(ity of possession and responsi$ility of protection. o Consignment ,ale ( 4 ,he deli(ery of a chattel to another person "ith instructions for its sale A 0uasi5$aliment for re"ard One difference is the goods under a consignment are usually not returned =ailment for Re3ard o %or storage or deposit ("arehouse o Aeli(ery of goods for repair o @ental of a chattel o Carriage of goods o !ledge of (alua$les as security o 'nn*eeper safe*eeping of another1s goods Lia$ility (aries (the standard of care $y each acti(ity due to relationship that e-ists $et"een $ailor and $ailee ,torage of &oods o 2areho$se ,torage . &ailee must ta*e reasona$le care of the goods "hile in their possession #tandard is that of a s*illed store*eeper !rotect goods from foreseea$le ris* 'f special type of storage and hold one out as ha(ing such special facilities standard raised accordingly Lia$ility is not a$solute+ only lia$le if failure to meet standard of care &ailee lia$le (icariously for negligence of its employees &ailee for re"ard is not an insurer and not responsi$le as a general rule for acts of third parties o Lien . ?ith respect to goods+ it is the right to retain the goods until payment is made Common la" right of $ailee for storage to retain goods until charges are paid #tatutory Liens

=ost pro(inces ha(e legislation that pro(ides for (arious statutory liens @ight to retain and later right to sell the goods Legislation sets out procedures for notice and sale

-ar+ing Lots o Aistinguish &et"een true $ailment and mere us or rental of a par*ing space ,est8 transfer of possession of (ehicle /sually in the form of gi(ing the *eys to par*ing attendant Meys gi(en $efore or after par*ing H $ailment O"ner retains *eys H license :-culpatory clauses . enforcea$ility once again depends on $ringing such clauses to $ailor1s attention =ailment for Repair or ,er ice o #tandard of Care . ,a*e reasona$le care of goods "hile in $ailee1s possession o Lia$le for damage or loss o #u$5$ailment . $ailee also lia$le if lost or damaged "hile "ith su$5$ailee o #pecialist . 'f $ailee has a particular repair s*ill must e-ecute the repairs in accordance "ith standards set for the s*ill o &ailee lia$le for negligent repairs &ailee1s @ight to a Lien . &ailee entitled to agreed upon price or reasona$le price for ser(ice. Common la" right to a lien Dire or Rental of a Chattel o Kire . &ailment for re"ard /sually done $y "ritten contract ($ut need not $e &ailee re0uired to pay fee+ if determined+ or a reasona$le fee &ailee entitled to possession and use of goods for the entire rental period &ailee must not use goods for any other purpose than that for "hich they "ere intended =ust not su$5$ail the goods &ailee "ill $e a$solutely lia$le if $reaches any of the a$o(e o &ailee not lia$le for8 Ordinary 3"ear and tear4 =aintenance of the e0uipment (usually $ailor1s responsi$ility o &ailor must8 !ro(ide goods that are reasona$ly fit for the use intended !ro(ide goods free from defect "hich might cause damage or loss ?arn $ailee of any inherent danger or ris* associated "ith the goods use :-ception8 if the $ailee is licensed or e-perienced in the use of the e0uipment Carriage of &oods 4 'ncludes a num$er of different forms o Aeli(ery of goods $y $ailor to $ailee for the purpose of deli(ery to some destination $y the $ailee o Boods in possession of $ailee for a particular purpose+ title is "ith someone else o Carrier for @e"ard . usual case ho"e(er can $e gratuitous carrier

o #tandard of care different for carrier for re"ard and gratuitous carrier

o Classes of Carriers . Common carrier (s. !ri(ate Carrier. #tandard of carrier differs $et"een the t"o Common Carrier A transportation $usiness that specialiFes in the transport of goods %ed :-+ /!#+ ,ruc*ing companies+ shipping companies #tandard of care legislated (high Limits common carriers to escape lia$ility An insurer of goods and lia$le for damages as a general rule &ailee has a right of a lien Change of o"nership during the carriage is allo"ed !ri(ate Carrier Carrier that may occasionally carry goods+ $ut normally engaged in some other $usiness Auty to ta*e reasona$le care of goods "hile in possession -ledges ( 4 ,ransfer of securities $y a de$tor to a creditor as security for the payment of a de$t o /sing personal property as security for a de$t o 'n essences gi(ing the property is a $ailment o Creditor as $ailee is responsi$le for the property "hich must $e returned upon the payment of the de$t -a3n ( . ,ransfer of possession ($ut not o"nership of chattels $y a de$tor to a creditor "ho is licensed to ta*e and hold goods as security for payment of de$t o !a"n$ro*ers are licensed in Canada Inn+eepers ( o Kistorical . Lia$ility of inn*eeper goes $ac* to middle ages Boods "ere at mercy of inn*eeper 'n order to protect guests+ la" imposed a (ery high standard of care on inn*eepers o Common La" #tandard 'nn*eeper responsi$le for any loss+ e(en if not inn*eeper1s fault (insurer standard &ased on 3custom or the realm4 :-ception8 loss due to negligence of guest o #tatutory #tandards #ame as common la" standard as a general rule #tatute defined "ho is an inn*eeper Aistinguished from others "ho offer accommodation (rooming house+ safe house+ shelters Legislation sets out rights and o$ligations of inn*eepers Limit of lia$ility allo"ed under act ((aries from G4D 5 G15D 9o lia$ility if loss due to negligence of guest ,o o$tain protection of act must post rele(ant sections in all $edrooms and pu$lic rooms

Chapter 98: Interests in Land Real -ropert) . Land anything permanently attached to it o Common la" includes $uildings+ minerals or anything else $elo" the surface and the air space a$o(e 1i*t$res . A chattel that is constructi(ely or permanently attached to land %eudal #ystem . Land "as held as long as the holder of the land complied "ith a promise to pro(ide the necessary armed men or ser(ices in support of the cro"n o 'f holder failed+ land "ould re(ert (escheat $ac* to the cro"n o =ain source of "ealth historically o Cro"n al"ays retained o"nership+ use to another "en$re . a method of holding land granted $y the Cro"n o :states held "ere either free or unfree o %reeholds . had fi-ed ser(ices attached to them 1ee ,imples . An estate in land that represents the greatest interest in land that a person may possess+ and that may $e con(eyed+ or passed $y "ill to another+ or that on an intestacy "ould de(ol(e to the person1s heirs. Estates in Land o 1ee ,imple Canada . all land still o"ned $y Cro"n and estates of land in fee simple granted $y Cro"n patent to indi(iduals Cro"n often reser(es right to minerals Can dispose of land $y "ay of sale+ "ill+ or inheritance o Escheat . ,he re(ersion of land to the Cro"n "hen a person possessed of the fee dies intestate and "ithout heirs ( o E*propriation . ,he forceful ta*ing of land $y a go(ernment or go(ernment agency for pu$lic purposes o 'eedE"ransfer . ?ritten or printed instrument effecting legal disposition o Life Estate . An estate in land in "hich the right to possession is $ased upon a person1s lifetime. Life tenant should not commit "aste . Aeli$erate destroying of property =a*es property harder to sell o Remainderman . A person "ho is entitled to real property su$)ect to a prior interest (e.g.+ a life estate and "ho ac0uires the fee "hen the prior estate terminates o :.g. A has a land in fee simple and grant to & for life+ then C for life+ and the remainder to C+ reser(ing a life estate to himself. A has possession of land until his life+ then & passion the land+ after & die+ C possess the land in fee simple. Leasehold Estate 4 Brant of the right to possession of a parcel of land for a period of time in return for the payment of rent to the lando"ner (Contractual in nature Condomini$m 4 A form of o"nership of real property+ usually including a $uilding+ in "hich certain units are o"ned in fee simple and the common elements are o"ned $y the (arious unit o"ners as tenants5in5common o Condominium Ae(elopment . Aefining the common elements from those o"ned e-clusi(ely $y unit o"ners. &oth pass on transfer of title

o Condominium =anagement . 1 =anagement through $oard or condominium corporation. 2 !ro(ide for insurance+ common element e-penses+ enforce rules 3 Bo(erned $y $y5la"s . similar structure to corporations Co5operati(e Kousing Corporations . Broup of persons ac0uires an indirect interest in land through a corporation o #hareholders and tenants of the corporation Lesser Interests in Land o Easements 4 A right to use the property of another+ usually for a particular purpose o 'ominant "enement . a parcel of land to "hich a right of "ay or easement attaches for its $etter use o ,er ient "enement 4 a parcel of land to a right5of5"ay or easement o Right of 2a) 4 a right to pass o(er the land of another+ usually to gain access to one1s property Restricti e Co enant 4 A means $y "hich an o"ner of property may continue to e-ercise some control o(er its use after the property has $een con(eyed to another o !romise not to use the property in a particular "ay o Control the uses of the land+ control the *eeping of animals o Eoid against pu$lic policy if attempts to pre(ent the purchase or use $y a person $ased on race+ creed+ colour+ nationality+ or religion o Kelps maintain (alue of property %ineral Rights . /sually reser(e the mineral rights to the Cro"n o -rofit a prendre . a person "ho ac0uires the mineral rights in the lands of another =ust $e in "riting 'n deed form o Leases . !ro(ides for the remo(al of minerals and for the surface use Riparian Rights (Common la" rights . @ight to ta*e "ater from stream or "atercourse o Cannot restrict do"nstream flo" Ad erse -ossession 4 A possessory title to land under the @egistry #ystem ac0uired $y continuous+ open+ and notorious possession of land inconsistent "ith the title of the true o"ner for a period of time (usually 1D . 2D years o Occupant in possession must do the acts normally re0uired $y the o"ner (pay ta-es+ maintain fences+ etc o ,reat it as the occupant1s o"n o Encroachment . A possessory right to the property of another that may $e ac0uired $y the passage of time :.g. roof 3o(erhang4 &uilding constructed too close to property line &uilding constructed on neigh$or1s property 1i*t$res 4 Chattels permanently or constructi(ely attached to real property o :arly rule8 use and en)oyment of the particular item Chattel attached to impro(e the land $ecame a part of realty o &asic ,ests (at common la" Attached $y o"n "eight Affi-ed slightly are realty unless intended to continue as chattels

Aegree of anne-ation and o$)ect of anne-ation 'ntention only material from presumption of degree and o$)ect of anne-ation ,enant1s fi-tures . purposes of trade o "rade 1i*t$res . 1 Can $e remo(ed $y tenant 2 'f easily remo(a$le 3 =ust $e remo(ed promptly after lease ends "itle to Land o Coint "enanc) 4 ,he )oint holding of e0ual interests in land "ith the right of the sur(i(ing tenant to the interest of a deceased )oint tenant 'dentical in time+ interest+ and possession Arises out of same instrument o "enanc) in Common . ,he )oint holding of interests in land that need not $e e0ual o @ight of #ur(i(orship . @ight of )oint tenant to other1s interest upon their death. Only e-ists for )oint tenancy and not for tenancy in common Registration of -ropert) Interests o Registr) ,)stem A pro(incial go(ernment operated system for the registration of interests in land Bood 3chain of title4 . trace $ac* present o"ner1s title to ensure good title /sually for a 4D year period Onus on prospecti(e purchaser !urchaser may sue seller o Land "itles ,)stem 4 A pro(incial go(ernment operated system for the registration of interests in land "here the go(ernment confirms and "arrants the particular interests in land !articular language for different instruments to a(oid confusion Aeed H transfer2 mortgage H charge Certainty of title =irror principle . 3"hat you see is "hat you get4 . @egistry mirrors title Compensation comes from the pro(incial go(ernment if they are negligent in the records

Chapter 99: La3 of %ortgages %ortgage 4 An agreement made $et"een a de$tor and a creditor in "hich the title to property of the de$tor is transferred to the creditor as security for payment of the de$t o Old method of securing payment of inde$tedness Contains terms of mortgage Conditions of discharge o ,ransfer title of property to the creditor o %ound (true form in registry systems Charge . A secured claim (similar to mortgage registered against real property under the Land ,itles system o Aoes not transfer property to the creditor 7at$re of %ortgages

o Legal %ortgage 4 A first mortgage of real property "here$y the o"ner of land in fee simple transfers the title of the property pledged as security to the creditor on the condition that the title "ill $e re5con(eyed "hen the de$t is paid Only first mortgage may $e the legal mortgage o E0$ita(le %ortgage (#econd or #u$se0uent =ortgage . A mortgage su$se0uent to the first or legal mortgage . a mortgage of the mortgagor1s e0uity o E0$it) of Redemption . :0uita$le right of a mortgagor to ac0uire title to the mortgaged property $y payment of the de$t secured $y the mortgage -riorities =et3een %ortgages o &y time of registration o :-ception8 if $ona fide mortgagee has notice of prior unregistered mortgage o =ortgagee must search title Rights and '$ties of -arties o =ortgagor :ntitled to remain in possession of property during term of mortgage Comply "ith terms and conditions Aemand a re5con(eyance of title or discharge of mortgage "hen mortgage paid in full o Contractual in nature !arties free to negotiate terms and conditions /sual 4 important co(enants of =ortgagor 1. !ay mortgage 2. !ay ta-es or other municipal assessments 3. 'nsure the premises 4. 9ot commit "aste and to repair property damaged 'ischarge of %ortgage 4 'f full payment made+ entitled to discharge o @egistry system . particular instrument used acts as a statutory re5con(eyance of title o Land ,itles system . cessation of a charge Assignment . =ortgagee may assign+ $ut =ust $e done in accordance "ith the legislation ,ale of %ortgaged -ropert) 8 =ortgagor free to sell or dispose of e0uity of redemption in mortgaged land o #till lia$le e(en after sale o =ortgagee often re0uires an 3assumption4 'efa$lt, 1oreclos$re, and ,ale o Acceleration Cla$se 4 Clause that re0uires payment of the $alance of the de$t on the happening of a specific e(ent+ such as default on an installment plan /sually if $reach $y mortgagor or failure to pay principal or interest /sually legislation allo"s arrears payments or correct the $reach =ortgagee1s Options 4 1 !o"er of #ale 2 %oreclosure ( 3 Nudicial sale 4 !ossession of the !roperty -o3er of ,ale o Clause that allo"s mortgagee to sell or lease if mortgagor in default o =ust pro(ide "ritten notice to mortgagor and let certain period of time to elapse o Allo" mortgagor to put mortgage into good standing

o 'f not put into good standing then mortgagee free to sell o #urplus from sale $elongs to mortgagor $ut mortgagor may also $e lia$le for deficiency o Also get an order for possession 1oreclos$re o Alternati(e to po"er of sale (e-cept in 7ue$ec o Court issues an order o :-tinguishes all rights of the mortgagor in the property o =ortgagor has right to redeem+ during a period of time gi(en $y the court o 9ot final in the real sense since mortgagor can apply to ha(e the order set aside C$dicial ,ale o =ortgagee may apply to court for possession+ payment+ and sale of the property o !roperty sold and proceeds distri$uted %irst8 payment of mortgage #econd8 !ayment of claims of su$se0uent encum$rances ,hird8 surplus to mortgagor o /sually sold $y tender or pu$lic auction -ossession o =ortgagee right to possession of the mortgaged premises o 'ncludes leases . @ents must continue to $e collected

Chapter :/: Leasehold Interest Lessor .a landlord Lessee 5 a tenant Lease . An agreement that constitutes a grant of possession of property for a fi-ed term in return for the payment of rent "enanc) 4 A relationship $et"een parties go(erned $y a lease !ri(ity of estate . :-ists $et"een 2 parties unless either or $oth assign their interest in the land. 9e" parties $ound $y the contract ,"o concurrent interests in land 1. Leasehold . tenant1s right to e-clusi(e possession 2. Re ersion . the return of the right to possession to the landlord at the end of the lease o At e-piration of lease+ the t"o interests (possession and title merge o An interest in land+ so anything attached to land is part of leasehold interest o Commercial leases . 9egotiated and terms set forth in the contract Creation of a "enanc) o Contract "hich gi(es tenant e-clusi(e possession of the property for a specified period. 't1s not the same as a license Lease e-clusi(e possession and interest in land License grants right to use property "ith others and no interest in land ,est8 one of intention o Contract$al 1o$ndation :-press or implied (oral

 ,erms set out through contract as long as la"ful Cannot o(erride certain parts of legislation (@esidential ,enancy acts Beneral elements of a contract are re0uired for (alidity (offer+ acceptance> Characteristics of a Lease o :-clusi(e possession for a "erm certain . fi-ed term of a lease o -eriodic "enanc) . lease that automatically rene"s at the end of each rent payment period until notice to terminate is gi(en o "enanc) at s$fferance . "hen tenant remains in possession after e-piration of tenancy and notice gi(en o "enanc)8at83ill . lando"ner permits another to enter on the premises and occupy them "ith no lease o ,$( tenanc) . Lease of leased premises $y a tenant5in5chief to another tenant for a shorter term than the original lease Rights and '$ties 4 /sually set forth in the lease and #tatute has implied terms+ especially for residential tenancies Rent o %orm is up to parties o !eriodic ad)ustments for commercial leases "ime for -a)ment o /p to parties o #tatutory rules for 3deposits4 usually only one month1s rent o At place specified . tenant must see* out landlord 'amage or 'estr$ction o Common la" 5 usually tenant lia$le for rent e(en if damage to $uildings o Aoctrine of frustration #$iet -ossession o !ossession undistur$ed $y persons claiming a right to the property through or under the landlord o Landlord has restrictions on entering the land+ and "ill $reach of the co(enant of 0uiet possession if landlord Eisits unnecessarily or creates a nuisance at la" Allo" other tenants (e.g. in an apartment $uilding to persist in nuisance A third party sho" a (alid claim to o"nership. Repairs o /sually set out in lease o Legislation re0uires landlord to ma*e ha$ita$le and safe ,$(let and Assignment o Allo"ed unless specifically prohi$ited in lease o Common la" tenant allo"ed to assign ,enant still lia$le under the lease /sually allo"ed "ith consent of landlord+ not to $e unreasona$ly "ithheld "a*es and Ins$rance o ,enant usually pays

o Legislation may allo" tenant to deduct ta- payments from rent o /sually $oth landlord and tenant ha(e insurance . Contents and lia$ility for commercial leases 1i*t$res o Chattels $rought onto premises $y tenant usually can $e ta*en at end of term of lease unless part of reality o "rade 1i*t$res . chattels attached to leased premises $y a commercial tenant that may $e remo(ed at the end of the tenancy $y the tenant =inor damage in remo(al must $e repaired Landlord?s Rights for =reach ,ype of remedy of landlord depends on type of $reach =ost common $reach is failure to pay rent o Commercial lease . $reach $y landlord does not allo" tenant to "ithhold payment of rent as a general rule o Residential lease . certain $reaches $y landlord does allo" tenant to "ithhold payment of rent @emedies for %ailure to !ay @ent o Action on the Co(enant o Aistress6distrain o @e5entry Action on the Co enant . #ue to collect rent o"ing 'istress . ,he right of a landlord to seiFe and sell the chattels of a tenant if arrears of rent are not paid o ,he right to distrain o #imilar to a claim of a lien o Can sell the goods to co(er the rent and sue for any deficiency o #ome pro(inces right of distress not allo"ed in residential tenancies Re8entr) . ,he act of a landlord to mo(e into possession of leased property o Bo(erned $y legislation in most pro(inces o :ffect is to terminate the tenancy o An alternati(e to the right of distress o Landlord cannot re5enter and distrain against the goods at the same time (act of re5 enter terminates tenancy and "ith it the right of distress o Landlord must distrain first+ then later re5enter or choose $et"een the 2 remedies 7otice to Correct o Commercial tenancies . for $reaches e-cept failure to pay rent Bi(e notice to tenant to correct $reach %ailure to correct allo"s landlord to regain possession Courts allo" relief against forfeiture Court can order an in)unction o E iction . the court ordered remo(al of a tenant from leased premises Rights of a "enant 8

@emedies Action for Aamages 'n)unction ,erminate the lease .=ethods of ,erminate %i-ed term . "hen the term ends 'f continues at "ill of landlord $ecomes a periodic tenancy ,$rrender . the agreement $y the parties to terminate a lease. -eriodic tenanc) 4 $y gi(ing proper notice 9otice must $e gi(en properly 9otice gi(en must $e a full tenancy period =ust $e gi(en $efore the end of one tenancy period to $e effecti(e at the end of the ne-t tenancy period ,hopping8Centre Leases o /sually more comple- form of commercial lease o =ust co(er the use of premises outside the retailing area o !articipation of landlord in profits o Aesignated hours of operation o /se and type of products clause ,o a(oid competing tenants o o o o

,he final e-am+ to $e scheduled during the final e-am period+ "ill $e on (i contract la"2 (ii tort la"2 (iii corporation+ partnership and agency la"2 and (i( real estate la". All other topics (e.g.+ en(ironment+ '!+ consumer+ etc. are recommended $ut "ill not $e e-amina$le.

,ession .
Chapter .: ,he La3 . the $ody of rules of conduct that are o$ligatory in the sense that sanctions are normally imposed if a rule is (iolated. Common la" and statute la" are t"o ma)or source of la". ,he Common La3 or Case La3. the la" as found in the recorded )udgments of the courts. o ,his common la" could $e determined from them through the doctrine of stare decisis (to stand $y a pre(ious decision + i.e. the doctrine means that a )udge must apply the pre(ious decision of a similar or the same case. ,he decision can $e pro(ided from the1 )udge1s o"n court+ 2 a court of e0ual ran*+ or 3 higher court. ,he ,tat$te La3 4 the la" passed $y a properly constituted legislati(e $ody. ,he statutes la"s are the product or end result of a legislati(e process. ,teps in the legislati e process o 'dea for legislati(e proposal o =inistry re(ie" of proposal o =inister appro(al o Ca$inet su$mission $y minister o Ca$inet su$mission re(ie"ed $y =anagement o &oard of Ca$inet o Appro(ed ca$inet su$mission sent to Legislati(e o Arafting Office o %irst reading of the $ill o #econd reading o #elect or standing committee o Committee of the "hole house o ,hird reading o @oyal assent o !roclamation in force =ill . a proposed la" presented to a legislati(e $ody. &ill re0uires motion to $e read. %otion . the decision to read a $ill a first time. Ro)al Assent . needed in order for a $ill to $ecome la". (federal le(el ne(er refuse the $ill+ $ut at pro(incial le(el . occasionally $ills ha(e $een refused -roclaimed . "hen a la" $ecomes effecti(e. #ometime+ go(ernment may not "ish implement the la" until some time in the future+ so they do not proclaim it yet and "ait. Re ised stat$tes . updated or amended statutes to ma*e sure statutes la" are accurate and current. Administrati e La3 4 a $ody of rules go(erning the application of statutes to acti(ities regulated $y administrati(e tri$unals of $oards.