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Inside Internal Controls

News and discussion on implementing risk management

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Assignment of a contract of purchase and sale: Get it in writing

In the recent case of Guraya v Kaila, 2019 BCSC 101 (CanLII), the Plaintiff’s sought to enforce a verbal assignment of a contract of purchase and sale in the face of vendors refusing to complete with the assignee purchasers.

 

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Contracts of purchase and sale: Removing subjects

Most people familiar with the purchase and sale of real property are familiar with subject to clauses, the full legal significance of such clauses can be a source of confusion. The misunderstanding of the legal meaning of subject to clauses was at the heart of the litigation in Dhaliwal v Binepal.

 

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What one has earned – Courts impose compensation where parties fail to solidify a contract

While quantum meruit is a method by which a party who has given value to another to their own detriment may seek redress, the better alternative remains for parties to arrive at clearly agreed upon terms and to commit those terms to writing.

 

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Why have a shareholders’ agreement?

Ultimately, a Shareholders’ Agreement is a method of managing risk and establishing mechanisms to resolve problems before they arise.

 

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Five-year commercial restrictive covenant upheld

Non-competition and non-solicitation agreements are fairly common in employment contracts, but courts also commonly find them to be unenforceable due to unreasonable or unclear restrictions. When parties negotiate a restrictive covenant in the context of a transfer of a business, however, the rules are different, even where the seller of the business agrees to work for the buyer. The Supreme Court of Canada recently dealt with a case like this.

 

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