Certainty of Terms Flashcards
Vagueness
R v CAE Industries
Best efforts can be treated as binding, esp when parties treat it as such.
1) Can be made certain it should be
2) looks at objective intentions
3) did parties want contract?
Incompleteness and Agreements to Agree
May v Butcher
Bloody tents. Agreement to agree not binding, agreement to arbitration not binding. Price uncertain not viable.
Incompleteness and Agreements to Agree
Hillas v Arcos
Context of industry customs can be used to save a contract form vagueries. External Metric
Incompleteness and Agreements to Agree
Foley v Classique Coaches
Behavior indicating a contract (part performance etc)=contract. Contracts with mutual reliance are less likely to be stricken down. agreements to agree on price can be binding where there is a reasonable external metric.
Incompleteness and Agreements to Agree
Sale of Goods Act-Ascertainment of Price
Agreements to agree enforceable in BC.
if price not set then buyer pays a reasonable price.
Sending to third party also enforceable.
If third party is unable contract is avoided. partial performance negates this.
if third party is prevented by a party other party may sue
Agreements to Negotiate
Bhasin v Hrynew
Good faith implied in matter of law. Arises when contract is made and under performance. Obligation is to not lie.
Agreements to Negotiate
Empress v Bank of Nova Soctia
Implied obligation to negotiate in good faith. business efficacy.
Agreements to Negotiate
Mannpar Enterprises Ltd v Canada
No external metric. Dual responsiblities of the crown informed mindset in creation of contract. unenforceable
Anticipation to Formalization
Bawitko Investments Ltd v Kernals Popcorn Ltd
Intention to create Legal Obligations
Balfour v Balfour
Some agreements between parties do not results in contracts. husband wife etc. No intention to give rise to legal consequences.
Intention to create Legal Obligations
Rose and Frank v Jr Crompton Bros
Commercial context will treat agreements as contracts unless explicity stated.
Intention to create Legal Obligations
TD Bank v Leigh Instruments Ltd
Comfort letters are not legally binding. excluding intention of the parties. In this case strategically passive.
Intention to create Legal Obligations
Canadian Taxpayers Federation v Ontario
Unreasonable to consider politcal promises binding. Uncertain terms, indeterminate liability
Contacts Under Seal
Royal Bank v Kiska
Seal requires
1) Gummed Wafer
2) intent that it operates as a seal with a binding consideration
Intention to Creat Legal Obligations
Family Law Act
Holding in Balfour v Balfour does not hold in BC when considering division of assets.
Spouse = married, or common law 2 years. includes former spouse
To be valid must be signed witnessed and written.
