Discharge of Contracts Overview

The ending of a contract's obligations for all parties involved.

Both parties fulfill their contractual duties completely and satisfactorily.

A clause ensuring one party compensates another for losses after contract completion.

Limits the liability of one or both parties to a specific amount or excludes specific damages.

Specifies which parts of the contract remain valid after its completion.

Both parties agree to end the contract before it's fully completed.

An agreement to drop all obligations under an existing contract, even though one party might have already started work.

Parties replace the old contract with a new one to update terms or resolve issues. The old contract is no longer valid.

A future event that must happen before either party is obligated to perform their part of the contract.

A future event that, if it happens, ends the contract's obligations for one or both parties.

The contract ends because an unexpected external event makes performance radically different from what was intended.

A party intentionally creates the circumstance that makes performance impossible, so they can't use frustration as a defense.

Depending on whether performance has begun, parties may be released from their obligations or one side might receive a windfall (unexpected benefit).

A legal framework to ensure fairness when a contract is frustrated, addressing how payments and costs are handled.

Contract obligations can end due to legal circumstances beyond the parties' control, like bankruptcy or time limits.

Protects creditors and debtors by stopping collection actions and ensuring fair distribution of assets.

Sets time limits for bringing legal action on contracts. Once the time runs out, the legal claims are lost.

One party fails to comply with the terms of the contract, allowing the other party to seek compensation.

Contract clauses attempting to limit or exclude a party's liability for failing to perform their obligations.

A condition is a critical term of the contract, while a warranty is a non-essential term.

A breach of contract where a party fails to complete their obligations as agreed upon, either partially or entirely. This can occur when performance is due.

Performance that meets the essential terms of the contract but has minor deviations from the agreed-upon details. The non-breaching party must still perform and can sue for damages caused by the minor shortcomings.

Monetary compensation awarded to the injured party to make up for the losses caused by the breach of contract. This is intended to place the injured party in the position they would have been in if the contract had been fulfilled.

Damages awarded to compensate for the expected profits under the contract at the time of its formation, including the lost opportunity cost of potentially making a different contract.

Foreseeable damages that arise as a direct result of the breach, beyond the initial expected loss, such as halting business operations.

A pre-agreed amount specified in the contract to be paid in damages if a breach occurs, without needing to prove the actual financial loss.

A legal principle that allows a person to be compensated for the fair value of goods or services they provided, even if there was no formal contract. Basically, they are paid the reasonable amount based on the work performed.

Actions taken by the aggrieved party to minimize their losses after a breach of contract. This is a reasonable effort to reduce the financial impact of the breach.

Calculating damages based on the actual cost to fulfill the contractual obligations as agreed upon. This involves fixing or completing the performance to meet the original terms.

Calculating damages based on the difference in the expected financial position under the contract and the actual position after the breach. This focused on the financial impact, not necessarily the cost of fixing it.

The party who has been awarded a judgment by a court, meaning they are owed money or a specific action by another party.

The party who is legally obligated to pay damages or perform the action requested in a court judgment.

The process of officially recording a court judgment with the court, making it a public record.

A legal document that instructs a person or entity to perform or stop performing a specific action.

The sheriff seizing a debtor's assets, like property or money, to satisfy a judgment.

A court order requiring the debtor's employer to withhold a portion of their wages each payday and pay it to the creditor.

A court-ordered meeting where the debtor must disclose their financial details under oath.

A person authorized to act on behalf of another person (the principal) in dealings with third parties.

Thecontract between a principal and an agent that outlines the agent's authority and duties.

An agency relationship created by the principal's actions or behavior, even without a formal agreement.

When the principal retroactively approves an agent's actions even if the agent didn't have authority at the time.

When a third party reasonably believes an agent has authority to act for the principal, even if the agent lacks it.

An agent's obligation to follow the terms of the agency agreement.

An agent's responsibility to exercise the same level of care as a reasonable agent in similar circumstances.

An agent's fiduciary duty to act in the best interests of the principal.

When an agent acts for a principal without revealing the principal's identity to the third party.

When an employer terminates an employee immediately, but pays them the equivalent salary they would have earned during their notice period.

The minimum time an employer must give an employee before terminating their employment without cause.

Factors include the employee's length of service, industry norms, position level, and frequency of pay.

Terminating an employee immediately without notice due to serious misconduct or breach of contract.

Examples include theft, violence, insubordination, or severe incompetence.

Refusal to obey a reasonable and lawful request from a superior.

Lacking the necessary skills or abilities for the job.

When an employer fires an employee without just cause or proper notice.

Employers can defend dismissal claims by proving just cause or providing proper notice.

When an employer makes significant changes to an employee's job, forcing them to resign.

A legal principle requiring a dismissed employee to make reasonable efforts to find new employment.

Damages awarded in addition to regular pay for wrongful dismissal, due to malicious or egregious employer conduct.

A court order requiring an employer to rehire a wrongfully dismissed employee.

A government program providing benefits for employees injured at work.

A loan where the lender acquires a security interest in the borrower's property.

A mortgage on personal property, like equipment, securing a debt. It involves a mortgagor (debtor) and a mortgagee (creditor).

Property that's not owned at the time a mortgage is created. It's often used for inventory in businesses as it's constantly changing.

A mortgage on all assets of a corporation, except those already specifically charged, allowing flexibility for a business.

Provincial legislation governing the creation, perfection, and registration of various security interests like chattel mortgages and floating charges.

There are three stages: creation, where parties agree to a security interest; attachment, where the property becomes subject to the interest; and perfection, where the creditor's interest is protected.

Two ways: by taking possession of the asset (bailment or pledge) or by registering under the PPSA.

First to register or perfect their security interest gains priority. A Purchase Money Security Interest (PMSI) has special priority for financing specific assets.

A registered security interest protects the creditor's claim even against buyers, as they're deemed to have notice.

In some provinces, good faith purchases of low-value goods are exempt from registration requirements, making them safer.

When an agent intentionally deceives a third party during a transaction, resulting in a void contract. Both the agent and principal can be sued for the tort.

An agent makes a statement without proper care, leading a third party to believe something untrue. This can void the contract and the agent is liable.

Occurs when an agent falsely claims to have authority to act on behalf of the principal, leading to no contract formation.

Even if an agent lacked authority, the principal can still ratify the agreement by accepting its benefits, creating a valid contract retroactively.

The third party has legal remedies against the agent for breach of warranty of authority, deceit (fraudulent misrepresentation), or negligent misrepresentation.

When an agent acts beyond their authorized scope without malicious intent, no contract is formed.

An agency relationship ends automatically due to events like contract expiration, project completion, notice, death, insanity, bankruptcy, or impossibility.

Legal framework governing the relationship between franchisors (like McDonald's) and franchisees (owners of franchises).

Includes essential clauses covering consideration, business conduct, termination, restrictive covenants, and intellectual property rights.

Canadian legislation that governs franchise relationships, ensuring disclosure, fair dealing, and franchisees' right to associate.

Employers are jointly liable for their employees' actions, especially when those actions are within the scope of employment.

Employers can be sued for harm caused by an employee if they failed to take reasonable care in hiring.

Providing a misleading referral that leads to harm, making the referrer liable.

When a third party fulfills the obligations of a contract, the original promisor is still liable for performance.

Employees have basic duties to their employer including obedience, skill & care, and good faith.