Reasonable noti of termination for employment

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Based on common law rules for certain types of contracts – eg. “reasonable notice” of termination for employment contracts Legislation requires a term to be added to a contract – eg. implied terms for sales of goods transactions under Sale of Goods Act Interpretation of express terms What if parties disagree on the meaning of an express term? General Rule: How would a reasonable business person in the parties’ position have interpreted the express term? What is reasonable??? 1. Start with the plain meaning of the words (i.e. the literal approach ). Look at the common dictionary meaning. Golden rule says that words will be given their plain, ordinary meaning unless to do so would result in absurdity.
2. If the plain meaning leads to absurdity, let’s apply: o Contextual approach – look at parties’ intentions and surrounding circumstances Contra proferentum rule – apply the meaning that is least favourable to the party who drafted the contract (ie. Interpret in favour of party who did not draft the contract STANDARD FORM AGREEMENTS General Rule: If a customer signs a contract or clicks “I Agree” online, the customer is bound by the terms of the contract, even if the customer did not read or understand the terms of the contract. Exceptions: 1. If the term is “ onerous or unusual ”, the customer must be given reasonable notice and reasonable opportunity to understand what he was signing. ( Tilden v. Clendenning ) 2. If the term is a limitation or exclusion clause , the term must be (a) clear and unambiguous, (b) reasonable notice to the affected party, (c) acceptance by the affected party, and (d) it is not “unconscionable” or “unfair”. Onerous and unusual terms require: o Reasonable notice to the customer, and o Reasonable opportunity for the customer to understand and appreciate what he was signing EXCLUSION CALUSES Used to eliminate or reduce potential liability may exempt party entirely: eg “not liable for any loss” may exclude certain liability: “not liable for carelessly caused damage” may cap damages: eg “liability limited to $500” Requirements for Validity of Exclusion Clause o Term must be clear and unambiguous ambiguities interpreted against drafter o Reasonable notice to affected party See Tilden v. Clendenning o Acceptance by affected party Written signature, verbal statement, “I agree” click, or other conduct o Not “unconscionable” or “unfair” BOILERPLATE CLAUSES Force Majeure Clause No breach of contract if a party cannot perform contract due to an event beyond the party’s control. Example: 1.1 Definition of Force Majeure In this Clause [ ], "Event of Force Majeure" means an event beyond the control of the Authority and the Operator, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:
1.1.1 act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); 1.1.2 war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo; 1.1.3 rebellion, revolution, insurrection, or military or usurped power, or civil war; 1.1.4

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