Archive for the ‘Business Agreements’ Category
Business Contracts: The Criteria for Classifying a Provision in a Contract of Adhesion as Abusive
Many routine business agreements, such as contracts of employment, may be considered by the courts to be contracts of adhesion as they may not be freely negotiated. When a contract is thus qualified, it becomes possible to review the reasonableness of any provision therein which is found to be unfair. The person who signed the [...]
Business Agreements: The Limits of the Penal Clause
Business agreements often include a penal clause. This provision establishes a set amount or computation method for an amount to be paid by one of the parties to the other in the event that it fails to comply with one of its obligations pursuant to the contract. For instance, the non-compliance with a deadline in [...]
Business Agreements: an Ambiguous Duration Provision?
As explained during our seminars on business agreements, when drafting an agreement, it is not enough to merely state the various provisions of the contract. It is also important to ensure that the content is clear so as to avoid an eventual dispute between the parties on how it should be interpreted. A recent decision [...]
Business Contracts: The «Entire Agreement» Provision, a New Breach?
If you thought the «entire agreement» provision closed the door on the right of a contracting party to refer to previous documents to establish the intent of the parties, a recent decision of the Superior Court of Quebec ruled otherwise.
The vast majority of business agreements contain an “entire agreement” or “precedence” provision indicating that such [...]
A Transactional Template as Universal Canvas for Writing Business Contracts
There is a simple and effective way to facilitate business transactions through better management of the information that a contract may contain. A thorough examination of the content of a contract reveals that most contracts suffer from the same chronic problem, namely the lack of an universal sequence and structure for the information contained therein, [...]
The Primacy of the Intent of the Parties over the Written Contract
Many contracts contain a provision stating that it represents the full and entire agreement between the parties and that it has precedence over any oral or written agreement reached prior to its signing. This provision, much like section 2863 CCQ, prevents any claim by either of the party to the contract that the latter does [...]
Analyzing Contracts: the “Benchmarking” Technique
When lawyers are called upon to review a contract, they are hindered by the lack of a solid methodology to perform this task. Apart from simply reading and annotation the contract explain their observations, no proven method was developed to efficiently perform this kind of analysis.
This lack of methodology itself in part because each contract [...]
