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  • 1.

    Good faith in negotiating
    Is there an obligation to use good faith when negotiating a contract?

  • 2.

    ‘Battle of the forms’ disputes
    How are ‘battle of the forms’ disputes resolved in your jurisdiction?

  • 3.

    Language requirements
    Is there a legal requirement to draft the contract in the local language?

  • 4.

    Online contracts
    Is it possible to agree a B2B contract online?

  • 5.

    Controls on freedom to agree terms
    Are there any statutory or other controls on parties’ freedom to agree terms in contracts between commercial parties in your jurisdiction?

  • 6.

    Standard form contracts
    Are standard form contracts treated differently?

  • 7.

    Implied terms
    What terms are implied by law into the contract? Is it possible to exclude these in a commercial relationship?

  • 8.

    Vienna Convention
    Is your jurisdiction a signatory to the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention)?

  • 9.

    Good faith in entering and peforming
    Is there an obligation to use good faith when entering and performing a contract?

  • 10.

    Prohibition on exclusions and limitations
    What liabilities cannot be excluded or limited by a supplier in a contract?

  • 11.

    Financial caps
    Are there any statutory controls on using financial caps to limit liability for breach of contract?

  • 12.

    Indemnities
    Are there any statutory controls on indemnities used to cover liability risks in contracts?

  • 13.

    Liquidated damages
    Are liquidated damages clauses enforceable and commonly used in your jurisdiction?

  • 14.

    Statutory time limits on payments
    Are there statutory time limits for paying invoices? Is it possible to agree a different payment period?

  • 15.

    Late payment interest
    Is statutory interest charged on late payments? Is it possible to agree a different rate of interest?

  • 16.

    Civil penalties
    What are the civil penalties for failing to comply with statutory interest rate or late payment of invoices?

  • 17.

    Implied terms
    Do special rules apply to termination of a supply contract that will be implied by law into a contract? Can these terms be excluded or limited by including appropriate language in the contract?

  • 18.

    Notice period
    If a contract does not include a notice period to terminate a contract, how is it calculated?

  • 19.

    Automatic termination on insolvency
    Will a commercial contract terminate automatically on insolvency of the other party?

  • 20.

    Termination for financial distress
    Are there restrictions on terminating a contract if the other party is in financial distress?

  • 21.

    Force majeure
    Is force majeure recognised in your jurisdiction? What are the consequences of a force majeure event?

  • 22.

    Subcontracting without consent
    May a supplier subcontract its obligations under the contract without seeking consent from the other party?

  • 23.

    Statutory rules
    Are there any statutory rules that apply to subcontracting in your jurisdiction?

  • 24.

    Assignment of rights and obligations
    May a party assign its rights and obligations under the contract without seeking the other party’s consent?

  • 25.


    What statutory controls apply to the assignment of rights or obligations under a supply contract?

  • 26.

    Enforcement by third party
    How may a third party enforce a term of the contract?

  • 27.

    Limitation periods
    What are the limitation periods for breach of contract claims? Is it possible to agree a shorter limitation period?

  • 28.

    Choice-of-law clauses
    Do your courts recognise and respect choice-of-law clauses stipulating a foreign law?

  • 29.


    Do your courts recognise and respect choice-of-jurisdiction clauses stipulating a foreign jurisdiction?

  • 30.

    Efficiency of local legal system
    How efficient and cost-effective is the local legal system in dealing with commercial disputes?

  • 31.

    New York Convention
    Is your jurisdiction a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards? Which arbitration rules are commonly used in your jurisdiction?

  • 32.

    Available remedies
    What remedies may a court or other adjudicator grant? Are punitive damages awarded for a breach of contract claim in your jurisdiction?

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Ontario M5J 2T3
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