1.Wembley Marketing Ltd. v. ITEX Corp., 2008 CanLII 67425 (ON SC)

Wembley claimed it did not receive goods and services from ITEX for which it had paid. ITEX argued that the action should not proceed because the relevant contract said that any actions must be brought in California. Wembley had completed an application, providing relevant information, two different times. The application included the wordAGREEMENTin bold letters. The section below that required a separate signature and referred to "the most recent Membership Agreement and Operating Rules." The rules required that any action arising under the agreement "shall lie only in the courts of Sacramento, California." A copy of the agreement and rules had been provided to Wembley; they were also available on ITEX's website. The person who signed the application on behalf of Wembley testified that he would not have signed it had he read the agreement and rules. He admitted that he "did not bother to read the small print on the Application."

Was there a contract between Wembley and ITEX? Does it matter if the person who signed the contract did not read all of it? Would the clause giving jurisdiction to California courts be enforced?

2.Bigstone v. Bigstone, 2013 SKCA (CanLII)

[Note: Your instructor may assign this case as a Shared Writing activity.]

A separated couple negotiated an agreement under which the wife waived her rights to her husband's pension benefits. The husband signed the interspousal agreement on October 9, 2010. The wife signed it on October 13. Unfortunately, the husband died unexpectedly on October 12. The wife claimed not to be bound by the interspousal agreement and made a claim under the husband's pension plan. She was denied benefits. She applied to have the Court nullify the interspousal agreement so she would qualify as the beneficiary of the pension benefits.

Should the Court enforce the interspousal agreement, even though the wife signed it after the husband died? Was this a case in which the parties did not intend to be bound by their agreement until the written contract was signed by both of them?

3.Yin v. Lui, 2015 CanLII (BC CA)

When the parties' marriage broke down, they negotiated the resolution of a number of issues. One matter involved civil litigation in China related to the wife's leasing of a property in China that was in the husband's name. The husband demanded that an indemnity clause be included in the settlement agreement. The wife proposed a clause agreeable to her. The husband responded by sending a revised clause. When the wife did not reply, the husband indicated that he would accept the indemnity clause proposed by the wife. The wife then said that she would not agree to an indemnity clause.

Is the wife bound by the indemnity clause she originally proposed?

4.Ayerswood Development Corp. v. Hydro One Networks Inc., 2004 CanLII 45463 (ON SC)

Ontario Hydro published information about an incentive program designed to promote energy efficient initiatives. The stated deadline for applications was March 31, 1993. Just before this date, Ontario Hydro announced that the program was suspended. Ayerswood applied under the incentive program on March 30, 1993, but its application was not even processed. It therefore sued for the incentive payment that it would have been entitled to under the incentive program.

Should the Court order that the incentive payment be made? If there was a contract, what type was it?

5.ASI Group Ltd. V. Toronto (City), 2017 ONSC 3385 (CanLII)

The City issued a Request for Quotations (RFQ#1), inviting quotations related to the supply of diving services. RFQ#1 included a "privilege clause," giving the City the right to cancel the RFQ prior to awarding the contract. It also stated that the bidders could view and examine relevant documents in the possession of the City. ASI and General requested access to previous diving inspection reports and facility drawings. None of these were provided by the City. ASI, General and Galcon submitted bids, which were opened publicly. ASI was the lowest bidder, but it was not awarded a contract. General expressed concern to the City, as it had not been allowed access to the previous reports and facility drawings giving ASI and Galcon an unfair advantage, as they had done previous diving work for the City. Because of this concern, the City cancelled RFQ#1, as "the integrity of the call process had been compromised." The City located the reports and drawings and issued RFQ#2. General was the lowest bidder and was awarded the diving services contract. ASI sued the City for damages it suffered when it was not awarded the contract. It claimed that it lost a competitive advantage when the bids for RFQ#1 were read aloud.

Was the City liable to ASI? Why or why not? Does a privilege clause eliminate the duty of the party calling for tenders to treat all bidders fairly?

6.IGM U.S.A. Inc. (Bucci Industries U.S.A. Inc.) v. Linamar Holdings Inc., 2007 CanLII 38942 (ON SC), aff'd ONCA 256 (CanLII)

Industrial machines designed and manufactured in Italy by IGM were installed in Linamar's facility in Ontario. Linamar claimed that the machines were not ready on time and that they were not made pursuant to the agreed-upon specifications. It sued for $17 million. IGM claimed that the contract required that all disputes between the parties were to be determined under Italian laws, in Italian courts.

The Court determined that the contract was formed by extensive negotiations and an exchange of documents between the parties. IGM then issued an invoice for an advance payment, which Linamar paid. The following clause was on the back of the invoice:

For all disputes arising directly or indirectly from the supply contract regardless of where this agreement took place or where the goods were delivered, the Forum of Ravenna will have jurisdiction, without exception whatsoever.

Assuming there were no other provisions in the contractual documents that dealt with the jurisdictional issue, does the clause apply? If it doesn't, would Linamar's standard terms (that the Ontario courts would have jurisdiction) apply?

7.Leonard v. GC Surplus, 2014 CanLII 18980 (ONSCSM)

Leonard lived in Toronto. He made an internet bid on a vehicle and received an email confirming that his bid was the winning bid. The email was sent from Nova Scotia. The Court would only have jurisdiction if the subject matter of the claim arose in the City of Toronto. The defendant claimed that the cause of action arose in Nova Scotia because that is where the parties entered into the contract.

Where was the contract formed?

8.Lapointe Rosenstein Marchand Melancon LLP v. Cassels Brock & Blackwell LLP, [2016] 1 SCR 851, 2016 SCC 30 (CanLII)

GM offered compensation to dealers whose dealerships were closed pursuant to the terms of a government bailout. The dealers started a class action for $750 million in Ontario, claiming that GM had forced them to sign contracts and that Cassels Brock was negligent in providing legal advice. The key issue here was whether these contracts had been formed in Ontario. If they were, the Ontario courts would have jurisdiction over the lawsuit.

GM sent an agreement to each of the dealers for execution. Each dealer had to sign the agreement and return it to GM by a specified date. GM also indicated that the agreements would not be effective "unless and until GM provides written notice to those dealers that the Acceptance Threshold Condition and any other required conditions have been met or have been waived by GM . . . "

Was the contract with a dealer formed when GM signed the executed agreement after it was received from the dealer (i.e., in Ontario), or when the dealer received the written notice from GM (i.e., in the province in which the dealer was located)?

9.Stadnyk v. Dash, 2007 SKQB 443 (CanLII)

The parties were negotiating a settlement agreement. On July 5 Stadnyk's lawyer sent a proposal for settlement to Dash's lawyer with a note that said, in part, "I would appreciate it if you could provide me with a response to this proposal within the next 10 days." Dash's lawyer replied on August 15 and indicated that the proposal was acceptable to Dash. He enclosed an amended agreement that has to be signed by Stadnyk. On August 28, prior to being advised of the August 15 acceptance by her lawyer, Stadnyk instructed him to revoke the offer.

The Court was faced with three issues: Was acceptance unconditional, clear, and absolute? Was the quoted sentence from the letter of July 5 sufficient to impose a time limit for acceptance? Was the offer contained in the letter of July 5, 2007, revoked? What should the Court decide?

10.MacMillan Estate v. Hoffman, 2011 BCSC 141 (CanLII)

Hoffman rented a house. He and the owner signed a document entitled "Lease to Purchase." The only relevant term of this agreement read as follows: "The Vendor hereby grants to the Purchaser an exclusive option to purchase, free and clear the lands and premises for the sum of SIXTY THOUSAND DOLLARS ($60000.00)." Hoffman claimed that the lease to purchase was an agreement for sale.

What type of agreement is the lease to purchase? This agreement was not signed under seal. Is it valid?