Canadian contract law
Encyclopedia
Canadian
contract law has its foundation in the English
legal tradition of the 19th and early 20th century. It remains largely rooted in the old English common law
and equity. Individual provinces have codified many of the principles in a Sale of Goods Act, which was also modeled on early English versions. Quebec
, being a civil law
jurisdiction, does not have contract law, but rather has its own law of obligations
that is codified in the Quebec Civil Code.
An offer must also be distinguished from an invitation to treat
, which is where one party invites another party to consider a deal.
Advertisements are also considered invitations. Exceptions are made in circumstances where a unilateral contract for performance is offered or where the advertisement is sufficiently serious about its promise such as in the famous Carlill v. Carbolic Smoke Ball Co.. In the similar case of Goldthorpe v. Logan, [1943] 2 DLR 519 (Ont CA) an "absolute and unqualified" guarantee to safely remove all hair by electrolysis
, was found to be an offer as the plaintiff paid for the treatment on the basis of the offer.
The display of goods in store is typically an invitation. The quotation of the lowest price is also considered an invitation. However, in some circumstances a quotation will be an offer. In Canadian Dyers Association Ltd. v. Burton, [1920] 47 OLR 259 (HC), a quotation followed by the statement "if it were anyone else I would ask for more" was considered an offer.
A call for tenders is usually considered an invitation. In R. v. Ron Engineering & Construction Ltd., [1981] 1 S.C.R. 111, however, the Supreme Court found that a call was an offer where there the call was sufficiently "contract-like". Later, in M.J.B. Enterprises Ltd. V. Defence Construction (1951) Ltd.. [1999] 1 S.C.R. 619, the Court again found a call to be an offer which was accepted with the tender submission (known as Contract A
).
Canada
Canada is a North American country consisting of ten provinces and three territories. Located in the northern part of the continent, it extends from the Atlantic Ocean in the east to the Pacific Ocean in the west, and northward into the Arctic Ocean...
contract law has its foundation in the English
England
England is a country that is part of the United Kingdom. It shares land borders with Scotland to the north and Wales to the west; the Irish Sea is to the north west, the Celtic Sea to the south west, with the North Sea to the east and the English Channel to the south separating it from continental...
legal tradition of the 19th and early 20th century. It remains largely rooted in the old English common law
Common law
Common law is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action...
and equity. Individual provinces have codified many of the principles in a Sale of Goods Act, which was also modeled on early English versions. Quebec
Quebec
Quebec or is a province in east-central Canada. It is the only Canadian province with a predominantly French-speaking population and the only one whose sole official language is French at the provincial level....
, being a civil law
Civil law (legal system)
Civil law is a legal system inspired by Roman law and whose primary feature is that laws are codified into collections, as compared to common law systems that gives great precedential weight to common law on the principle that it is unfair to treat similar facts differently on different...
jurisdiction, does not have contract law, but rather has its own law of obligations
Law of obligations
The law of obligations is one of the component private law elements of the civil system of law. It includes contract law, delict law, quasi-contract law, and quasi-delict law...
that is codified in the Quebec Civil Code.
Elements of a contract
In following with the common law tradition, a contract requires offer, acceptance, and consideration. The parties themselves must be capable of contracting and must have the intention to create legal relations.Offer
An offer must be some indication of the offeror to the offeree that he is prepared to form a binding legal agreement. Intention is measured objectively. Commercial deals are presumed to be of a legal nature while an agreement made between family members or in a social engagement is presumed not to be of a legal nature.An offer must also be distinguished from an invitation to treat
Invitation to treat
Invitation to treat is a contract law term. It comes from the Latin phrase invitatio ad offerendum and means "inviting an offer". Or as Andrew Burrows writes, an invitation to treat is...
, which is where one party invites another party to consider a deal.
Advertisements are also considered invitations. Exceptions are made in circumstances where a unilateral contract for performance is offered or where the advertisement is sufficiently serious about its promise such as in the famous Carlill v. Carbolic Smoke Ball Co.. In the similar case of Goldthorpe v. Logan, [1943] 2 DLR 519 (Ont CA) an "absolute and unqualified" guarantee to safely remove all hair by electrolysis
Electrolysis
In chemistry and manufacturing, electrolysis is a method of using a direct electric current to drive an otherwise non-spontaneous chemical reaction...
, was found to be an offer as the plaintiff paid for the treatment on the basis of the offer.
The display of goods in store is typically an invitation. The quotation of the lowest price is also considered an invitation. However, in some circumstances a quotation will be an offer. In Canadian Dyers Association Ltd. v. Burton, [1920] 47 OLR 259 (HC), a quotation followed by the statement "if it were anyone else I would ask for more" was considered an offer.
A call for tenders is usually considered an invitation. In R. v. Ron Engineering & Construction Ltd., [1981] 1 S.C.R. 111, however, the Supreme Court found that a call was an offer where there the call was sufficiently "contract-like". Later, in M.J.B. Enterprises Ltd. V. Defence Construction (1951) Ltd.. [1999] 1 S.C.R. 619, the Court again found a call to be an offer which was accepted with the tender submission (known as Contract A
Contract A
In Canadian contract law, Contract A is a concept that has recently been applied by courts regarding the fair and equal treatment of bidders in a contract tendering process. Essentially this concept formalizes previously applied precedents and strengthens the protection afforded to those who...
).