Pre-contract negotiations, such as prior drafts of agreements, are generally inadmissible as part of "surrounding circumstances" when interpreting a contract, and parties' subjective intentions are always inadmissible, the...more
In a precedent setting case, the Supreme Court of Canada has: (1) recognized good faith as a "general organizing principle" of Canadian contract law; and (2) recognized a new duty of "honest performance", which requires...more
When negotiating contracts with international parties, counsel should consider how their clients would, if necessary, serve judicial documents on counterparties based outside of Canada. The Hague Convention on the Service...more