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BU231 - Midterm

Terms in this set (113)

In the event that an employee commits a tort during employment, is the employer liable at all? What is this called?
vicarious liability: the strict liability of the employer with respect to torts committed by an employee during employment
what's the key difference between intentional and unintentional torts?
intentional torts -> done deliberately
unintentional torts -> caused by accidental behaviour
James owns the entire 275 Larch Building F. Without permission, Imaad walks into the building to go and steal his charger back that James took yesterday. What's James' potential cause of action? What are the elements to prove here and does this case have all the elements? If a case like this does not have all the elements, can the claim still go forward?
Cause of Action: Trespass

Elements: 1) Intention, 2) Entering property, 3) Without consent and 4) causing harm

It could be argued that there is no cause of harm here given that James might not have needed the charger. But you could also argue that that aspect of it was not consented to and therefore the trespass did cause harm.

If one of these elements were missing, the case may not proceed.
In a trespass case, where is the onus?
the burden of proof is on the plaintiff to prove the elements of the cause of action
After seeing that Imaad took his charger back, James visited Imaad at Laz the next day. He was furious that he did not have Imaad's charger. Imaad said he needed it for today, James was not having it. He lifted up a fist and gestured it toward Imaad. Is there a cause of action? What is this tort called? What does it require?
Yes: Assault: the threat of violence to a person. Requires the apprehension by the defendant of imminent bodily harm
Imaad goes home, shocked at James's reaction given that they're supposed to be comrades. Imaad muttered under his breath "I'm gonna guillotine this guy". When Imaad said this, Arthur was on a discord call with him, and told James that Imaad said this. James wanted to get back at Imaad by suing him for assault. Does he win?
James can't win. Assault requires the apprehension by the defendant of imminent bodily harm. Imaad was not even near James and James only heard about the threat later.
Imaad could also argue in court that he clearly doesn't own a guillotine, and therefore the harm is not imminent.
Suppose James took action at Laz and punched imaad in the neck. Imaad's a bigger guy and James is pretty weak, so Imaad was fine after the punch. Regardless, Imaad believes he has a cause of action, what might this be? James defends against this cause of action by stating that Imaad could take it, he's a strong guy. Is James' defence valid?
The cause of action is battery, the unlawful touching of another person.

James's defence is not valid. Imaad does not need to show damages in court, only that the touching was unconsented. This is called "actionable per say"
Arthur calls Michelle one day and tells her that she just missed an exam because she was sleeping. Arthur knew this was false, and thought it would be a funny prank. If Michelle were to have a cause of action, what could it be? What would Michelle have to prove? What are this tort's elements?
Tort: Intentional infliction of mental distress
Elements: recognizable physical or psychopathological harm
and intent to cause harm by the defendant (in this case Arthur)

Michelle would have to prove that she actually experienced physical/emotional harm as a result of this phone call.
Imaad's Pizzeria business (it's BACK) throws out all of its waste into the local park. Imaad believes that since pizza waste smells like pizza and therefore smells AMAZING, he's not doing anything wrong. Is he?
He is.

Public nuisance: unreasonable interference with the lawful use of public amenities or public interest
Say Michelle's roti and doubles shop also enjoys putting waste into the local park just like Imaad's pizzeria. Can Michelle claim public nuisance on Imaad?
No, because Michelle was also doing something unlawful

The city however could claim public nuisance on the both of them :pepestand:
Jimmy owns a solar panel installation on a commercial rooftop. One day he finds that Imaad's plants on top of his Pizzeria have started to encroach in on the solar panels and now Jimmy's solar panels can't produce electricity. Does Jimmy have a cause of action? If so, what does he need to do to prove that Imaad is liable?
Cause of action: private nuisance

To prove Imaad is liable: nothing. It's a strict liability tort.
Michelle has always asked Imaad to hop in his trunk instead of sitting in the seat like a normal person. One day, Imaad offers for Michelle to sit in the trunk. They drive to Michelle's roti and doubles shop. Imaad leaves Michelle in the trunk overnight. She didn't know what was going on. What cause of action might Michelle have (assuming she's not dead). What's the key thing she would have to prove?
Potential cause of action: false imprisonment

Key thing to prove: whether or not what Imaad did was intentional.
What are the two different kinds of defamation ?
1. Libel
2. Slander
Arthur writes a diss track about Imaad to beat him in a rap beef. In it, Arthur says in the diss track "Judgement day is upon us! The minion of Lucifer walks upon the earth. Oh No, it is merely Imaad Mian". He releases this song on all streaming platforms and gets his lyrics posted on genius.com. Imaad gets banned from his local mosque, where many of his fellow muslim brothers and sisters frequented. Does he have a cause of action? What are the elements of this cause of action and does this case include them all? What might Arthur's defence be?
Cause of action: libel and slander
libel for the genius.com lyrics
slander for the spoken defamation

Elements:
1. material is defamatory, lowers reputation: yes this is present as Imaad's reputation in the muslim community is affected
2. material must refer to the plaintiff: this is clear from the lyrics given
3. material must be communicated or published to another person: given that Arthur knows literally every single human being in Software Engineering at UW, this was definitely communicated to his 6M followers on Spotify.

Arthur's defence: truth. Maybe Imaad watched so much Lucifer and actually became his minion.
In the early days of the Pizzeria, Imaad hired Jimmy as his global operations consultant (Imaad had big dreams for the pizzeria). Jimmy worked at the pizzeria for over 5 years before deciding to move on to co-found L Industries with Michelle. During their co-founding, Michelle called Imaad to ask about how Jimmy was as an employee and partner. Imaad gave a review, with both upsides and downsides. Unfortunately one of the things that Imaad said (in particular, Jimmy's tendency to get Ws), turned out to be false. Jimmy sued Imaad for slander. Given Imaad's position as Jimmy's previous employer, does he have a defence?
He does, it's called qualified privilege. Given that the statement was made in good faith
What's the difference between absolute and qualified privilege?
Absolute privilege is complete immunity from liability for defamation.

Qualified privilege requires that the statement be made in good faith
Imaad's Pizzeria recently got a special order for 5000 pizzas (with a contribution margin of $600M, but that's outside the scope of this course). The special order came from James. James signed a standard form agreement already as well. In the midst of Imaad making the pizzas, Arthur comes into James's office and convinces him to purchase from Arthur's pizzeria instead by saying that he felt that Imaad's pizzerias were probably too spicy for James. James agrees. What potential cause of actions exist between these 3 parties? Is there enough for each of these claims to go through? (I find ~4)
Imaad -> James : Breach of contract.
Imaad -> Arthur: Inducing breach of contract. There is enough for this claim to go through since Arthur was clearly intentional about inducing this breach.
Imaad -> Arthur: Unlawful intereference with economic relations: not as likely. There is no evidence that Arthur used unlawful means other than his superior intellect.
Imaad -> Arthur: Product defamation: provided that Imaad's pizzas were not actually spicy, Imaad could sue for this and win
What are the 4 elements of negligence?
1. Duty
2. Standard of Care
3. Causation
4. Damages

Mnemonic: Data Sciense Causes Diseases
What test can we use to determine whether or not causation exists in negligence?
the "but for test": "but for" the actions of the defendant, the damages to the plaintiff would not have occurred.
What are the two key elements that establish a duty of care?
1. Proximity: is it reasonably foreseeable that the defendant's conduct could harm the plaintiff
2. Predictability: is it reasonably foreseeable that someone in the defendant's position would have foreseen the risk of harm to the plaintiff
What's the difference between the duty and standard of care?
The duty of care has to do with the closeness and predictability of the defendant and the defendant's conduct to the plaintiff

The _standard_ of care has to do with the defendant's conduct and whether or not it fell below the reasonable level of care that a defendant in their position would have

e.g. duty of care: a babysitter to a child. It is reasonably foreseeable that the actions of the babysitter during and slightly before/after could affect the child.

The standard of care would be the level of care expected of a reasonable babysitter.
Who's job is it to prove whether or not the defendant fell below the standard of care?
the plaintiff must show that the defendant fell below the level of care that a reasonable person would have had in equivalent circumstances to the defendant's position
When might the "but for" test be not applicable? In that case, what do courts do?
in the case of multiple defendants in which the court is not able to establish causation by one particular defendant (at no blame to the victim), we use the "material contribution to risk" test:
establishing causation when the type of injury incurred by the plaintiff is that for which the behaviour of the defendant created an unreasonable risk

(e.g. two hikers throwing stones carelessly, one of the stones end up hitting a biker, biker gets hurt. Material contribution gives liability to both hikers)
After their previous debacle relating to the Pizzeria competition. Imaad decides to go confront Arthur. After a verbal spat between the two parties, Imaad decides to strike Arthur with a fist right in the stomach area. Arthur had 6 of his ribs broken. For a quick bonus question: what cause(s) of action does Arthur have against Imaad? Given these cause(s) of action the court decides Imaad was liable for the costs of repairing Arthur's ribs. Imaad claims that Arthur is far too weak and therefore the ordinary victim in this case would not have been drastically effected. Therefore, he shouldn't have to cover those damages. Is he right?
Cause(s) of action: Assault and Battery

In response to Imaad's claim: no he's not right. According to the "thin skull doctrine", a defendant compensates a plaintiff "as-is". Even though an ordinary plaintiff may have been affected less, Arthur in particular must be restored back to how he was before.
What are the 4 key defences to defamation?
1. Truth
2. Qualified or Absolute Privilege
3. Responsible communication on matters of public interest
4. Fair Comment
Jimmy and James were hanging out at DC basement when after receiving a poor grade, Jimmy tells James to shoot him. James, not understanding that this was clearly a joke, pulls out an AK-47 (he somehow acquired), and shoots Jimmy in the shoulder. Jimmy sues James for (bonus: what cause of action?). James claims that Jimmy clearly consented to this touching. Is he right?
It could be argued that getting shot is a "consent" to severe bodily harm. In this case, one cannot consent to this and it be used as a defence. Therefore James would still be liable for the battery.
In response to James using his AK-47 earlier, Jimmy used a bazooka to obliterate James' entire existence. Can Jimmy claim self defence in court?
no tf what is wrong with you
What are the 5 main defences to intentional torts?
1. Consent
2. incapacity
3. involuntariness
4. necessity
5. self-defence
Distinguish between the following:
1. punitive damages
2. general damages
3. special damages
punitive damages: damages awarded to punish a wrongdoer
general damages: money for injuries not easily expressed
special damages: money for quantifiable injuries
In the case of City of Hackney vs Antipavilion in the U.K., upon hearing that anti pavilion was placing large shark statues in the middle of the city of Hackney's river, the City of Hackney took Antipavilion to court. To remedy the situation, the court ordered the following:
(1) Antipavilion must stop placing additional large shark statues into river
(2) Antipavilion must issue a public apology to the City of Hackney
(3) Antipavilion must return the pen that they apparently stole from the City of Hackney.

Which court remedies for torts are (1), (2) and (3) each examples of? (they are different remedies)
(1) injunction
(2) mandatory injunction
(3) restitution
What are the two main defences we have discussed to negligence?
1. Contributory negligence (a partial defence)
2. Voluntary assumption of risk: the plaintiff was aware of this risk and proceeded with the activity anyway
An old lady goes to visit a long lost nephew of hers. The old lady has a herniated disc and other hip complications (as old ladies do). Upon arriving she notices that there are steps leading up to the nephew's door. She also notices that there is a sign that says "caution: stair is faulty". The lady walks up the steps, falls, causing additional health complications and leaving her paralyzed. Does the lady have a cause of action? If so, what might it be? Would she win? What would be different for her to win/lose?
Cause of action: negligence, in particular a case of occupier's liability. The lady is an invitee and therefore the nephew does have a duty of care.

Q: did he meet his standard of care?

One could argue that he did. And therefore the key defence here is a voluntary assumption of risk. The lady knew that climbing those stairs was a risky activity, and she still went through it anyway.

Had the sign not been there, one could argue that the nephew fell below the standard of care. Therefore in that case perhaps the lady would win.
To prove product liability, what must a plaintiff show?
A plaintiff in a product liability case need only prove that the uncharacteristic malfunction of the product is the most likely cause of injury.

That is, the product's "defectiveness" is the most likely cause for the injury
What are the 3 basic types of product liability?
1. Negligent design
2. Negligent manufacture
3. Failure to warn
James walks into Imaad's Pizzeria at night without Imaad's explicit permission. Imaad left out some Pizza grease on the entrance and James, not seeing it, decides to enter the premises, slips, falls, and gets injured. Does James have a cause of action?
(Imaad got too lazy to answer this one)
If Jimmy, Imaad's latest employee at his Pizzeria, negligently leaves the floor greased up with pizza and causes Michelle, a customer in the restaurant to slip, fall, and injure herself. Jimmy's broke af, will he have to pay all those damages?
No, due to vicarious liability, Imaad would be liable for the damages, given that Jimmy did this during the course of his employment
Can plaintiffs use circumstantial evidence in tort cases? And wait, what even IS circumstantial evidence?
Yes! it's the circumstantial evidence rule.

Circumstantial evidence is any item of evidence, testimonial or real, other than the testimony of an eye witness. Is it any fact from the existence of which the trier of fact may infer the existence of a fact in issue
What are the 6 steps in establishing negligent misrepresentation?
1. A statement is made
2. The statement is false
3. The maker of the statement owes the hearer of the statement a duty of care
4. The hearer must reasonably act on that statement
5. THE STATEMENT FELL BELOW THE STANDARD OF CARE
6. The hearer of the statement must suffer a loss as a result of acting on the statement
Jimmy recently opened up a financial advisory business. After a consultation, he recommends that Michelle invest a small portion of her portfolio into Trini food stocks. He makes the claim that these food stocks are likely to increase in value over the next year given smth smth DCF smth smth Comps. Michelle converts her entire diversified portfolio into Trini food stocks and loses over 30% in its value. Does Michelle have a potential cause of action? what are the elements in this cause of action? Does Michelle win?
Cause of action: negligent misrepresentation

6 Steps: made, false, duty, acted reasonably, statement fell below, plaintiff suffered loss.

It could be argued that Michelle's decision was not reasonable, that is, it was not reasonable for her to completely flip over her portfolio.

In that case, she did not win.
What are the 5 steps in establishing fraudulent misrpresetnaton
1
1. made
2. false
3. defendant KNEW statement was false
4. hearer acts reasonably on statement
5. hearer suffers a loss because of the acting.
I refuse to do any more cards on this. But what are the two main ethics points we discussed in this course? Define them and give an example of how it may apply in the context of law
Overconfidence bias
Incrementalism

I think this entire thing makes no sense in the context of this course so the rest of it is left as an exercise to the ethical reader
Chapter 5 identified 3 main relationships that create liability[][] what are they?
1. Contractual
2. Fiduciary
3. Tort
What are the 3 conditions for a fiduciary? list some examples.
1. Fiduciary undertakes to act in the best interest of their beneficiary
2. Beneficiary is vulnerable / at the mercy of the fiduciary's control and discretion
3. Legal or practical interest of the beneficiary could be harmed by exercise of fiduciary control

Doctor-patient, lawyer-client, parent-child
In the context of professional liability, there are 3 conditions that are placed on a professional with respect to their clients. What are these 3?
1. Act honestly, in good faith and only in client best interests
2. Avoid all conflicts of interest
3. Account for all property held/administered on behalf of a beneficiary.
Michelle's horse racing company recently went public, with herself as the new CEO. Michelle is approached by Imaad to make a merger with Imaad's pizzeria. Imaad outlines the deal, explaining how although it may not be ideal for the racing company, it would work in Michelle's favour as she would get unlimited pizza brought up to her booth at the stadium. After talking to her James, (Michelle's lawyer), Michelle was advised not to take the deal. Why is this? Would the situation change if the company was not public? What about if the company was a sole proprietorship?
Had Michelle taken the deal, this would be a breach of her fiduciary duty to the company. This is called the
Corporate Opportunity Doctrine, it states that a director/officer of a company cannot take a corporate opportunity for themselves.

If the company was not public but still a corporation, it wouldn't change the above.

If the company was a sole proprietorship, the doctrine no longer applies (outside the scope of this midterm but Imaad's a corporate restructuring Andy so)
During the negotiations of the merger between Imaad's pizzeria and Michelle's horse racing company, Imaad mentioned that his pizza is grease free. If you have yet to encounter the other quizlet cards, let it be known that that is definitely a false claim. Michelle goes through with the deal, and gets ass blasted by an OSHA violation due to excessive grease. Is there a cause of action vis-a-vis the claim that the pizza was grease free?
Fraudulent misrepresentation, the statement was made, false, clearly the defendant (Imaad) knew about it, Michelle reasonably acted on this by purchasing the pizza and clearly suffered damages from OSHA.
mistake about identity: Imaad's pizzeria
...
What are the 3 elements of a contract's formation?
Offer, Acceptance, Consideration
What are the 3 conditions so an offer can be revoked?
1. Revoked prior to acceptance with notice to the offeree
2. It could be unreasonable for the offeree to suppose offeror stands by it.
What are the 3 cases in which an offer lapses?
1. Offeree fails to accept within the time specified
2. If no time limit, offeree fails to accept within reasonable time
3. Either party dies or becomes insane
What's a standard form contract? List some of the risks and benefits (there's like 1 benefit and like 2 risks)
Standard form contract: offer prepared in advance, "take it or leave it"

Benefits: Fast and efficient
Risks: inequality of bargaining power, no room to negotiate terms,
Arthur offers to shovel the snow outside of Imaad's Pizzeria in exchange for free pizza this afternoon. Imaad says "yes for sure". The next day, Imaad notices that Arthur did not shovel his snow. He decides to sue Arthur for breach of contract. Arthur claims that there was no written offer, so the contract is void. Is he right? Also, would Imaad win?
Arthur's not right. This offer does not have to be in writing.

Imaad would win. A contract was performed and Arthur did not perform his duties of the contract.
After a long day at school, Jimmy walks home and offers to cook for his friends. In fact, the statement he made in the discord was "@everyone feeling generous today, I'm making everyone food who likes this message and buys me Starbucks in the future". Imaad likes the message and replies "would you be willing to take Vincenzo's instead?". Jimmy did not reply.

After arriving at Jimmy's place, Jimmy says he didn't cook for Imaad. Is this a breach of contract?
It's not a breach of contract.

Counter-offers automatically cancel the previous offer and there was no acceptance from Jimmy of the new offer.
Michelle offers Jimmy an option for 10 days to purchase her Tile fob because she never uses it. The contract remains open as long as Jimmy pays $5. After paying the $5, a few days later Jimmy hears that Michelle sold the fob back to Imaad. Was she allowed to do this?
No. Michelle agreed to the option contract and thereby gives Jimmy the exclusive right to accept during the option's period. Had the offer lapsed, Michelle would have been allowed
What's the difference between a bilateral and unilateral contract?
bilateral: both offeror and offeree have a promise to fulfill in the future to each other. They are bound to perform after the acceptance of the contract

unilateral: acceptance is done by performance of one of the parties
A family puts up signs all around the neighborhood asking neighbours to help find their lost dog. The sign reads "anyone who can bring our dog back to us will receive $5000 as a token of our gratitude". A neighbour who actually kidnapped the dog in the first place, decides to return it. The family, having heard from the other neighbours that their dog was stolen, suspects that it was this neighbour. As such, they refuse to pay the $5K. The neighbour sues for breach of contract.
Was their a contract formed? If yes, what kind of contract is this? Does he win?

Would the ruling be any different if the neighbour wasn't the dognapper?
A contract was formed. A unilateral one in fact, where acceptance is upon the performance of returning the dog.

However, the contract is unenforceable because the offeree (the dognapper) violated the implied term of good faith and fair dealing.

If the neighbour wasn't the dognapper, yes the family would be in breach of contract.
Ontario's Ministry of Transportation recently put out an RFP (Request For Proposal) for executive compensation. In it, they say they are looking for bids for executive compensation consulting, to decide on the compensation for the new CEO of one of their sub-agencies. Compensation Governance Partners Inc. (CGP) sent them a bid for $38,000.

An agent at the Ministry who had personal gripes with the Managing Director at CGP, decides to shred the letter before reading it.

CGP sues for breach of contract. The Ministry argues that the RFP was simply an invitation to treat.

First off, what is an invitation to treat and how does it differ from an offer?
Second, who wins in this case?

If the court does find that the Ministry was in breach of contract. What could they have done differently to guarantee that they did not form a contract with the RFP
An invitation to treat is an invitation for someone to create an offer.

In this case, the Ministry is in breach of contract. The contract that was formed involves the time and effort of creating and sending the bid, and in exchange the Ministry offers to consider all bids equally.

If they expressly denied the creation of a contract, then they would not have been found liable of a contract
The Ministry of Energy put out a Request for Proposal for executive compensation. Learning from the mistakes of the Ministry of Transportation, they were sure to include in the RFP the claim that "this RFP does not form a contract".

Compensation Governance Partners Inc. (CGP) sent the Ministry of Energy a bid alongside a proposed project plan. A few days later the Ministry accepted by sending CGP a signed copy of the project plan.

CGP claims that the offer lapsed, despite the contract not speaking to lapse, and therefore are not liable to perform these obligations. Are they correct?
They're wrong. By responding to the RFP, CGP creates a standing offer, an offer that may be accepted as needed.
For the following methods of acceptance, when is acceptance confirmed and the contract formed?
1) Mail
2) E-Mail
3) Telegram
4) Fax
5) Verbally
1) upon placing it in the post, we have the Postal Rule Exception, where we assume that the postal service works efficiently.
2) must wait until the offeror receives the email
3) Postal rule exception applies
4) wait until fax is received
5) when the person hears it.
In James's contract for cybersecurity services, he states that acceptance of the contract must be a discord message. Imaad, not knowing how discord works, decides to send him a letter.

James tells Imaad that he has revoked the offer. At this point, Imaad had already sent the letter through Canada Post.

Imaad claims that James was not allowed to revoke the offer as he had already sent the acceptance by mail and according to the Postal Rule Exception, Imaad has already accepted. Is he correct?
He isn't correct. the postal rule exception is overrided when then contract sets out the terms for acceptance. Therefore James was allowed to revoke and gave notice already.
Michelle sends acceptance to Imaad's offer through the Trini postal service (Michelle being in Trinidad, Imaad being in Brampton). In the case of a breach of contract by either party, what laws will apply? Would this have been different if Imaad (like James), only wanted acceptance through Discord message?

Also, what are we even discussing here?
This is a question on jurisdiction.

In the first scenario, Trini laws would apply since the contract was formed in Trinidad.

In the second scenario, Canadian laws would apply, provided that Michelle did send the discord message.
Define consideration
the price for which the promise of the other is bought
Last Friday (for those of you who were not there), James offered to take his younger brother Joshy to James's CO250 tutorial. It turns out that James chose not to go his CO250 tutorial because he's already too smart for the course and knows more than the TA. Was a contract formed between either
(1) James's parents or
(2) Joshy himself?

If it wasn't, what's missing?

Suppose Joshy offered to take notes for James in return. Does this change your answer?

Suppose James's parents offered to buy him pirogies in return. Does this change your answer?
Originally, the contract was not formed with James's parents nor Joshy. This is called a gratuitous promise. There was no consideration.

With Joshy's offer, that does not form a contract because this is not a contract of necessity and Joshy is a minor.

With his parent's offer, this does form a contract and James's parents would be in breach of contract.
Last Friday, when James offered to take his little brother Joshy to his CO250 tutorial, Joshy was unfortunately too far away from the Board to see and understand what was going on in the class. James's parents consider suing for breach of contract as they do not believe that James's performance was adequate. Do they have a fair claim?
Ultimately it was the choice of James's parents who made the contract with the consideration that the exchange of value was James babysitting Joshy. The adequacy of consideration is up to the contract parties to negotiate and decide
Suppose that Jimmy receives a gratuitous benefit (a gift) from Imaad. Imaad then goes on to claim that Jimmy should be binded to ultimately repaying him if it was something nice Imaad did for him. Is Imaad right?
He's not. This is what is called past consideration and is not considered to be consideration
As shown in class, suppose Michelle was selling one of her breeded horses to Imaad. Michelle and Imaad agree on the deal to buy the horse for $1,500. They sign on a paper that makes no additional claims about the current abilities of the horse.

Suppose then that, on the way out, Imaad asks Michelle if the horse would be fit to race. Michelle nods.

Upon receiving the horse, Imaad realizes that the horse is definitely not fit to race. In fact, it can barely move. Imaad claims that Michelle is in breach of her contract to sell the horse. Is he correct? What would change your answer?
Because the question of whether or not the horse was fit is technically a separate clause, and was not in the contract itself, that past consideration of selling the horse cannot become the current consideration. Instead a new contract would have to be formed in which there was an exchange of value.

If Imaad and Michelle had overwritten/amended the previous contract, then it would be considered part of the consideration
Suppose a debtor is unable to make their debt repayments on time. The debtor goes to the creditor and asks for a reduction in the debt. If the creditor accepts, what is that reduced amount of debt called?
What happens to the other debt? is that binding?
What statues and cases are at play here if the case occurs in Ontario?
Reduced amount of debt: part performance

What happens to other debt: it extinguishes. In Alberta, BC, Saskatchewan and Ontario, we have statues that restrict the Foakes v Beer case and make the contract enforceable. Otherwise, Foakes v Beer applies and it's a gratuitous promise and therefore unenforceable

Statute: Mercantile Law Amendment Act, overriding the ruling of Foakes v beer
In the event that consideration may not be applicable, is there still a way to make the contract binding? What's that called?
Yes there is, it is called agreements under seal
What test do we apply to determine whether two parties had intention to create legal relations?
the reasonably bystander test: did the outward conduct of the parties lack serious intention to create legal obligations?
Jimmy and Imaad hang out in the Double Degree Club Office often. One day, the following exchange happens:
Jimmy: "Wanna come eat dinner at mine and James's apartment tonight? Food's on us"
Imaad: "Yeah sure"

Unfortunately though, as time nears the dinner, Imaad heads home as he stresses about working on PMATH.

Was a contract formed here, and would courts recognize and enforce it?
It has offer, acceptance, consideration.

BUT, the reasonable bystander test would note that Jimmy and Imaad are friends and therefore their outward conduct didn't exactly amount to an intent to create legal relations.
What's the difference between contracts that are void, voidable and unenforceable?
Void: the contract never existed
Voidable: the contract EXISTS, but CAN be made void at the option of a party
Unenforceable: the contract exists, but the courts will not enforce it.
What are the 3 conditions for equitable estoppel to be used as a defence?
1. SOME legal relation exists between 2 parties already
2. One party promises to release another from some or all legal duties to him
3. Other party relies on such a promise, alters his position and would make a real hardship if the promisor falls through.
When the Double Degree Club looks to get funding for their events, they adhere to MathSoc's policies and must issue their reimbursement forms before the end of term. In Fall 2021, the DDC hosted DD Karaoke which took place close to the end of term. The DDC contacted MathSoc to ask if there was an exception that they could make this time around surrounding the reimbursement form timing. MathSoc said that they would be sure to consider the reimbursement form even if it is after the end of term.

Come January of 2022, the DDC chose to host the event, make the purchases as necessary and issued a reimbursement form in the next term (now, Winter 2022). MathSoc claimed that the DDC did not follow their contract with MathSoc to always submit these forms before end of term.

What could the DDC argue to win the case? What are the 3 elements of this argument?
Equitable estoppel.

Elements:
1. Does a legal relation exist? Yes DDC and MathSoc have a contract in place
2. Did one party promise to release from some legal duties? Yes MathSoc promised to release DDC from their obligation to submit a reimbursement form before the end of term
3. Did the other party rely on their promise, alter their position and experience a real hardship: yes the DDC decided to actually host the event and now they will not be reimbursed, which is clearly harmful
When are minors bound to their contracts? And, what even are minors?
Minors in the context of contract law are those that are less than 18 years old.
They are bound by 2 kinds of contracts:
1. necessaries (essential goods/services)
2. beneficial contracts of service (apprenticeships, employment, etc.)
Joshy (James's little brother) is interested in learning about Marxism. Imaad offers to give him the lecture on surplus value. In exchange, Joshy offers to draw Imaad another card about economics. After completing the lecture, Joshy says that he no longer wants to draw the card. Is he bound to the contract? Suppose instead that Joshy gave the card before the lecture, is Imaad still bound?
No, he's not bound. Imaad is given that this is not an essential good/service (much to Imaad's discontent)nor is it a beneficial contract of service
In the event that a minor reaches the age of majority while a contract was in place, what happens? What option(s) does/doesn't the minor have with respect to whether or not this contract is binding?
Contract is voidable, two types"

Contracts of a permanent/continuous nature: minor must repudiate shortly after, otherwise it's binding
Contracts of non-continuous nature: require minor to ratify the contract in order for it to be binding again
What is the court's stance on illegal contracts? Are they binding? Void? Voidable?
Generally, they are unenforceable. unless one can sever one of the terms to make it no longer void.
What are two examples of contracts that are void by statute?
1. Contracts that deny benefits for worker's compensation
2. Bankruptcy related contracts about person transferring their collateral as a gift or for a very low price, in that case and they become bankrupt within 1 year, the transfer is void and it goes to the lender as still part of the bankrupt person's assets
After a long game of Billiard's pool, Imaad finds himself completely defeated against Jimmy. Both individuals put over $500K in the pot. Due to his loss, Imaad finds himself over $1M in debt to Jimmy. Imaad refuses to pay. Jimmy goes to the courts and sues Imaad for breach of contract. Does he prevail?
No, betting contracts are not enforced by the courts on the grounds of public policy
There are 4 acts that were mentioned in class with respect to when contracts are deemed illegal, what were they>
1. Criminal Code
2. Income Tax
3. Competitions
4. Law Society
In one of Compensation Governance Partners standard form contracts, the contract includes the following indemnity clause:

Indemnity: Client is liable for any and all damages to Client or other custom compensation survey participants that may arise as a result of CGP's reports.

Is this a valid clause? is the contract enforceable?
Terms are uncertain here, so it could be argued that there is no consensus ad idem in this case. But note that if this applied to intentional tort damages then the contract would be illegal by common law & public policy. CGP cannot make their client liable for damages from an intentional tort.
When are agreements between employers and employees (particularly non-competes) enforceable?
1. Unambiguous

2. Claimant has propriety interest worthy of protection
3. interest can't be adequately protected with less than restrictive measures
4. Non-compete reasonable with respect to
a) activity prohibited
b) geography
c) duration
Some background: Imaad's Pizzeria has been open for quite some time now. Recently, Buzzfeed came to do an episode with him where Imaad showed Buzzfeed how he makes his pizzas, start to finish.

After Jimmy inevitably left Imaad's Pizzeria to start L industries with Michelle (a new pizza company), Imaad tried to cite his non-compete clause in Jimmy's contract. The clause read as follows:

Employee may not enter into any employment that involves making pizzas within the Brampton area for the next 6 months.

Is Imaad's restrictive covenant enforceable? Go through the elements.
1. Claimant has proprietary interest worthy of protection: I would actually argue no here. Because of that Buzzfeed article, there's no crabby patty secret formula here. So the case actually ends here and Imaad's contract is not enforceable
In the context of contract law, what 4 things can mistakes relate to?
1. Terms of Contract
2. Subject matter
3. Identity of party(ies)
4. About nature of the signed document
Within the 3 relations about mistakes, what are the 3 types? List and define them.
Common mistake: both parties believe in same erroneous fact
Mutual mistake: both parties.mistaken, believe something else
Unilateral mistake: other knows truth
What are the 3 decisions that a court might make in the event that they discover a mistake in the contract
1. Hold parties accountable anyway
2. Correct mistake, and subsequently enforce contract
3. Rescind the contract altogether.
What's the difference between the following:
1. Void
2. Voidable
3. Unenforceable
4. Repudiated
5. Rescinded
6. Ratified
7. Rectified
Void: contract never existed
Voidable: void at the option of one of the parties
Unenforceable: when the contract can EXIST, but the court ain't gonna help you with it
Repudiated: when one party claims to be no longer bound by the contract
Rescinded: when the courts undo or revoke the contract and return parties to pre-contract positions
Ratified: when a contract must be re-affirmed, we explored this in the context of minors hitting majority with previously unbounded contracts
Rectified: mistake corrected
Suppose Arthur sells his personal Bloomberg terminal that he (totally legally got from Bloomberg after working there) to Joshy. Since Joshy is pretty broke, Arthur offers Joshy the option to pay in instalments over the next 15 years, Joshy agrees. 10 years later, Joshy has now hit the age of majority. He decides to sell the Terminal to Imaad. After he confirms the sale, Joshy declares the contract void. Q1: Was Joshy allowed to do this? Why?

Since Joshy declared the contract void, Arthur wanted the Terminal back. Can he reclaim it from Imaad? Would your answer be any different had Joshy declared the contract void before he made the sale to Imaad?
(to confirm answer with James)
For a mistake as to terms, particularly in recording the contract, what are the conditions if it's a common mistake? What about if it's a unilateral mistake?
Common mistake: rectification will be granted provided there is unanimous and complete definite agreement upon the terms of the contract but it was just written down erroneously.

Unilateral mistake: there are 5 conditions
1. Court is satisfied that there was an oral agreement with no ambiguity and not conditional
2. Parties did not engage in any further negotiation
3. Mistake MAY have occurred as a result of fraud
4. When document signed, the defendant knew or should have known of the mistake and the plaintiff did not
5. subsequent attempts to enforce inaccurate document were equivalent to fraud
In mistakes as to terms, walk through how the main 3 types are regarded from the court's perspective:
1. Typographical errors: courts look at whether or not the party receiving the mistaken document should identify the mistake
2. Mistake in terms reduced to writing: already talked about
3. Mistake about meanings of words: go to what court's view as reasonable
(stole from this textbook)
The contract was for the sale of cotton that was to arrive in England from Bombay on board the ship Peerless. By a remarkable coincidence two ships called Peerless were sailing from Bombay, one in October, the other in December. Neither party was aware there were two ships. The seller believed he contracted to sell cotton on the later ship; the buyer believed he contracted to buy cotton on the earlier ship.
A delay of two months in the shipment of a commodity subject to market fluctuations is a major difference in terms. When the cotton arrived on the later ship, the buyer refused to accept it or pay for it. The seller sued for breach of contract, and the buyer pleaded mistake in defence.
Who prevails?
just check the textbook for the whole explanation, but clearly this one was void by mistake
Recently, Tyler went to go buy a horse from Michelle's horse breeding farm. Tyler goes through photos and picks his favourite horse. They go through the standard contract negotiations and ultimately decide on a price of $8,500. Tyler signs the contract. Michelle goes back into the stable only to find out that that particular horse just spontaneously combusted. Tyler sues for breach of contract. Does he prevail? Does your answer change at all if Michelle had checked the stable this morning and couldn't find the horse?
Without the extra information, Tyler does not prevail. This is clearly a mistake about subject matter, in particular of existence. Therefore likely the courts would render the contract void on mistake about subject matter.

Now, had Michelle checked the stable this morning, one could argue that this makes it a fraudulent sale and therefore Tyler could sue for deceit. One could argue that a reasonable person would not sell a horse who's whereabouts are unknown.
With respect to evaluating the quality of the product in a transaction, who's job is it to evaluate quality? What is this called?
principle of caveat emptor: buyer expected to inspect goods to satisfy value
A buyer buys a (seemingly) ancient Mesopotamian artifact from an auction in Syria. Given the fact that the seller claimed that the artifact was authentic, the buyer decided to go through on the purchase. A few weeks later the buyer visited a local historian and asked if the artifact had any historical trace. The historian was able to confidently say that this object was not what it claimed to be. The buyer goes back to the auction and declares the contract void. Are they allowed to do this? Does your answer change if they took 2-3 years to get around to this?
They are, the seller clearly made a misrepresentation, whether negligent, innocent or fraudulent, and the purchaser moved reasonably quickly. Under caveat emptor, this could be regarded as a mistake under subject matter and therefore voidable at option of purchaser.

If they took 2-3 years, under Delay, it doesn't count as voidable. The purchaser takes the L like the rest of L industries does.
In what situation is a mistake about identity of party enough to make the contract void?
If an existing identity was used, it's void.
Michelle and Imaad complete negotiations to merge Michelle's horse breeding farm with Imaad's pizzeria. In particular, they plan to give Michelle around 50% stake the company noted down as "Imaad's pizzeria". After the negotiations are completed and both parties sign the contract, Imaad issues shares to Michelle from "W Industries Pizzeria", one of his other ventures. Michelle sues for breach of contract. Does she prevail?
too lazy to answer
Jimmy recently visited Imaad's zip lining amusement park. In order to create a true level of raw authenticity, Imaad prefers to handwrite his contracts. (This is when Imaad should do a demonstration of his handwriting). Jimmy knows that Imaad's handwriting will never improve, doesn't read the whole contract and signs up for the beginner's zip line. During the ride, Jimmy looks down and notices that he's gliding over a sea of crocodiles. Jimmy was shocked, he didn't expect Imaad to do something like this. He tries to sue Imaad for breach of contract, claiming Non est Factum. What is non est factum and does it apply?
Non est factum occurs when signed documents different than thought, set aside as long as not negligent.

Non est factum bc of the Marcov case, is not applicable. Jimmy was responsible for reading through the document and taking that level of reasonable care.
What are the 3 requirements for rectification?
1. common intention to terms different than stated in document must exist
2. parties seeking relief must be ignorant at the time contract made
3. parties seeking relief must satisfy the balance of probabilities
Tyler puts out a sale of shares for Later Pizza (the business that he owns a part of). Tyler was one of 3 owners in the business. Tyler wanted to make sure that whoever bought these shares was well versed in pizza making. Imaad comes along and offers Tyler to buy the shares. Imaad introduced himself as Guy Fieri (famous restauranteur) to Tyler. Imaad then sells his shares to James. Tyler realized this later after watching an episode of Diner's, Driveins and Dives, Imaad is not Guy Fieri. Can Tyler get his shares back? Does your answer change if Imaad said he was Imaad Mian, working for the Guy Fieri company (assume this is not a real company)
He can. This is considered a mistake under identity, and because an existing name was used (i.e. fraudster lies about being a real person), therefore the contract is void and the goods may be retuned.

The answer does change. Now that a fake corporate identity has been used, the contract holds. Title is passed onto James. Contract was made voidable
Recently, James decided to sell the apartment building that he owns (275 Larch Building F). He's got quite a few purchasers given it's prime location. Jimmy's looking to buy it and is currently in negotiations with James. Even Imaad was pretty close to completing negotiations, and in fact had already
...
What are the 3 different kinds of misrepresentation?Define them
1. Fraudulent
2. Negligent
3. Innocent
In the event that a party makes a material representation, and another party learns the truth, what happens to the contract?
Voidable at the option of victim - hello - Michelle
Going back to an earlier example regarding the sale of the horse from Michelle to Imaad. Suppose during the negotiations, Imaad asks whether or not the horse was fit to race. Michelle nods. Later, Imaad finds out that the horse was not fit to race. Because Imaad loves procrastinating (in fact, he currently has not paid a ticket he got at UW like 2 weeks ago), he puts off repudiating for 3 years and just rides the horse as is anyway. He then goes to court and claims that Michelle made a fraudulent misrepresentation. Is this correct? Do we have enough facts?

Also, suppose Imaad was right. What happens to the contract?
Is this correct? It's certainly a misrepresentation, we do need to know more facts to see if it was fraudulent, negligent or innocent though.

If we suppose Imaad is right, then the contract WOULD have been voidable at victim's option had Imaad repudiate promptly. But he didn't. Therefore Imaad may not repudiate
What is the court's remedy for victims of contract misrepresentation that result in the victim losing money?
indemnity or compensation on top of recisission as an option
Can you still have misrepresentation if you didn't mention something? when is that the case?
Special relationships is when it happens: fiduciary relationships are the best example, insurance, stock sales, sale of goods all have some form of a duty of disclosure: "utmost good faith"
What are the 3 main cases of contracts where the Statue of Frauds still applies? What does it mean for the Statute of Frauds to still apply? What happens if the requirements under the Statute of Frauds are not met?
1. Guarantees: basically backstopping debt
2. Contracts in consideration of marriage
3. Contracts concerning land

Contract must be in writing if the Statute of Frauds applies

What happens in case not met?: Contract unenforceable
Jimmy is looking to rent an apartment from James at 275 Larch Building F. Jimmy and James had a couple negotiations and Jimmy agrees (orally) to sign onto the lease. The next day, Jimmy moves his stuff in (with James's help) and gets his desk setup with his MacBook charger that is essential bc his Mac sucks. A month later, James still hasn't made a document in writing, and tells Jimmy that he's awaiting his first rent payment. Jimmy (having taken BU231) claims that it must be in writing because of the Statute of Frauds. Is he correct? Why?
Jimmy is not correct. Falls under the doctrine of part performance.
Three elements
(1) Concerning land : check
(2) Acts of performance clearly indicate contract: yes, they moved in
(3) Acts have to be performed by plaintiff : James helped Jimmy move in
Bang Up Car Repair Inc. ("Bang Up" or the "Plaintiff") may have a claim against Machine Art Inc.("Machine Art" or the "Defendant") in negligent or fraudulent misrepresentation. Succeeding in such aclaim would allow Bang Up to rescind the sales contract. Furthermore, Bang Up may be able to claimagainst Machine Art for breach of contract, pursuant to section 15(1) of the Sale of Goods Act, R.S.O.1990, c. S.1, which can also result in a rescission of the contract and/or may support a claim of damages
(stolen from Desmond), will talk about the answer verbally
When courts are approaching the interpretation of a contract? What order do they go in to decide on what words mean?
1. Normal meaning
2. Consider "Trade usages" and local customs
3. Courts consider the "factual matrix" or surrounding circumstances
In the event that there is 2 reasonable interpretations of a contract, how does the court deal with it?
Court prefers interpretation that is sought by the party that did not write the contract. "Contra Proferentum"
Suppose James agrees to perform cybersecurity services for Imaad. The contract does not have a "No Assignment" clause. After signing the contract, James realizes that Imaad is not worth his time (as usual), and sends Imaad a discord message saying that he's going to assign the contract to Larry (James's mentee who's smarter than him). After performing, Imaad does not like the job that Larry has done. Larry did not explain to Imaad how his algorithm worked and Imaad is offended (Despite the fact that the contract did not ask this). Imaad sues for breach of contract, saying that Imaad did not consent to this bozo doing the work for him. is he right?
No he's not. Only need notice, not consent
What are the two examples where assignment is automatic by operation of law?
1. Examples
2. Bankruptcy
3 Ways to get around the harsh rules not having privity?
1. Novation
2. Vicarious performance
3. Trusts
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