Business Law & Contracts Flashcards

Under the Ontario Sale of Goods Act, what implied condition is included in every sale of goods by description?

Answer: The goods will correspond with the description

Section 14 of the Sale of Goods Act implies a condition that goods sold by description will correspond with the description given by the seller.

Under the Ontario Consumer Protection Act, 2002, what right does a consumer have to cancel certain contracts?

Answer: A 10-day cooling-off period for direct agreements and internet agreements entered into in certain circumstances

The CPA provides a 10-day cooling-off period for direct agreements (door-to-door sales) and internet agreements, during which the consumer can cancel without penalty.

What is the concept of 'frustration of contract' in Ontario?

Answer: The automatic termination of a contract due to a supervening event that makes performance impossible or radically different from what was agreed

Frustration discharges both parties from their obligations when an unforeseen event makes performance impossible, illegal, or radically different from what was contemplated.

Under the Ontario Personal Property Security Act (PPSA), what is the purpose of 'registration'?

Answer: To perfect a security interest and establish priority against other creditors and a trustee in bankruptcy

Registration of a financing statement under the PPSA perfects a security interest and gives the secured party priority over subsequent secured parties and unsecured creditors.

In Ontario, what is a 'non-solicitation clause' in an employment contract?

Answer: A clause preventing an employee from soliciting the employer's clients or employees after termination

A non-solicitation clause restricts a departing employee from soliciting their former employer's clients or staff for a defined period and geographic area after employment ends.

Under the Canada Business Corporations Act (CBCA), what is the duty of directors to act in the best interests of the corporation?

Answer: To act honestly and in good faith with a view to the best interests of the corporation

Section 122(1)(a) of the CBCA requires directors to act honestly and in good faith with a view to the best interests of the corporation, not merely its shareholders.