Part 1: Introduction and Origins

Contract Law Links

Introduction

Origin and relationship to tort

Privity of contract

Beware the "reasonable man"!

Consent

Children

Mentally-incompetent

Undue influence

Unconscionability

Consideration

Contracts "under seal"

Offer

Acceptance

Mistake

Rectification

Misrepresentation

Restraint of Trade Contracts

Assignment and Novation

Frustration

Interpretation of Contracts

Time Limits on Enforcing Contracts

Breach & Remedies

Contract Law

What follows is a general summary of the common law and equity principles on contract law. The law of Quebec, contained in the Civil Code chapter on "Obligations", is very similar but, in some respects, different. For example, consideration is not required for a binding contract in Quebec. Readers should also be aware that significant codification and, in some cases, variation of these common law and equity principles has occurred in individual common law provinces, mostly in sale of goods legislation (see, for example, British Columbia's Sale of Goods Act). Throughout the articles of Duhaime's Canadian Contract Law Centre, references may be made to B.C.'s Sale of Goods Act, to serve as examples. Also, there are several alternate sources for Canadian contract law which are worth your visit. For example, see the Kingston, Ontario Queen's University Contract Law Page.

Part 1: Introduction and Origins

Introduction

Contract law, like so much of English-origin law, is sometimes described in lengthy legalese diatribe, from which it is no easy task to excise a short, succinct and plain-language description. Consider, for example, the following definition we came across for "contract" in the Canadian Encyclopedic Digest:

"an agreement free from vitiating factors such as mistake or misrepresentation and constituted by the unconditional acceptance of an outstanding offer involving a reasonably precise set of terms between two or more contractually competent parties who intend to create mutual and reciprocal rights and duties that may be the subject of judicial sanction if they are expressed in any required form, are free from the taint of illegality or immorality and are not subsequently discharged by law, by agreement, by breach or by sufficient supervening circumstances."

Another clarification is in order. The description given in this document is indicative of the common law only. In many jurisdictions, laws have been implemented which directly alter the common law. For example, the United States of America has a Uniform Commercial Code which codifies much of the contract common law, but also changes much of it. The contract common law still applies in the USA but only to the extent that it has not been changed by the Uniform Commercial Code or, in other words, hardly at all! In Australia, Canada, England and New Zealand, laws have been enacted to change the rules of contract common law in certain areas. For example, contract common law recognizes all contracts whether they are written or verbal. But a Statute of Fraud has been adopted in many common law countries which requires a written document for some contracts (eg. land contracts) (for more on the Statute of Frauds, see Part 7: Interpretation of Contracts). Consumer protection laws are in place in many jurisdictions as well. Therefore, what follows is the general rule of common law which applies only to the extent that it has not been changed Tby specific laws. Therefore, those readers with a real legal problem should be careful to additional research in their Town jurisdiction to verify to what extent, if any, statutes have altered the following summary of contract common law. TIn addition, the Case Books summaries are those of the author only and may not convey doctrine which, to other readers, Tmay have appeared important. Note also that case names may have been shortened.

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