Duty of Care
A legal obligation to exercise reasonable care to avoid foreseeable harm to others. Central to tort law and negligence claims.
Related: Tort, Negligence
Negligence
Failure to exercise the degree of care that a reasonable person would exercise in similar circumstances, resulting in harm.
Related: Duty of Care, Tort
Tort
A private or civil wrong or injury arising independently of contract, typically involving negligence.
Related: Negligence, Duty of Care
Vicarious Liability
Legal doctrine holding an employer responsible for the negligent acts of employees performed within the scope of employment.
Related: Tort, Negligence
Breach of Contract
Failure to perform any term of a contract without a legitimate legal excuse.
Related: Contract, Damages
Consideration
Something of value exchanged between parties to a contract. An essential element for a contract to be enforceable.
Related: Contract
Contra Proferentem
Legal rule that ambiguous contract terms are interpreted against the party that drafted them.
Related: Contract Interpretation
Parol Evidence Rule
Contract law rule prohibiting evidence that contradicts or supplements the written terms of a finalized agreement.
Related: Contract, Evidence
Estoppel
Legal principle preventing a party from enforcing strict contract terms after making a gratuitous promise that disadvantaged the other party.
Related: Contract, Equity
Duress
Persuading a party to enter a contract through threatened or actual violence or imprisonment, making the contract voidable.
Related: Contract, Voidable
Liquidated Damages
Pre-estimated damages specified in a contract for non-performance, used to minimize risks.
Related: Contract, Damages
Quantum Meruit
Latin for "as much as deserved." Courts award fair compensation when services are performed without a formal payment agreement.
Related: Contract, Compensation
Specific Performance
A court-ordered remedy requiring a party to perform their contractual obligations, typically for unique items like land.
Related: Contract, Remedy
Limitation Period
The legal timeframe within which a claim or lawsuit must be commenced to be considered by the courts.
Related: Tort, Contract
Exclusion Clause
A contract provision that aims to exclude liability or damages for specified events.
Related: Contract
Arbitration
A dispute resolution method where an impartial third party makes a binding decision. Often less costly and faster than litigation.
Related: Dispute Resolution, Mediation
Mediation
A dispute resolution process where a neutral third party facilitates negotiation between disputing parties but does not impose a decision.
Related: Arbitration, Dispute Resolution
Dispute Resolution Provision(DRP)
A contract clause describing the process to follow when resolving disputes between parties.
Related: Arbitration, Mediation
Holdback
A percentage withheld from contractor payments under provincial lien acts to ensure sub-contractors are paid.
Related: Construction Lien, Sub-contractor
Construction Lien
A legal claim on property by contractors or sub-contractors who have not been paid for work performed on that property.
Related: Holdback
Bid Shopping
The unethical practice of negotiating prices with sub-contractors after the tender closes.
Related: Tendering, Ethics
Fiduciary Duty
The obligation to act honestly, in good faith, and in the best interests of another party (for example, a director to a corporation).
Related: Director, Corporation
Fraudulent Misrepresentation
Knowingly or recklessly making an untrue statement to induce another party to enter a contract. The misled party can rescind the contract and sue for damages.
Related: Contract, Fraud
Mutual Mistake
An error made by both parties to a contract regarding a fundamental fact, which may render the contract voidable.
Related: Contract
Patent
A government grant giving an inventor exclusive rights to make, use, and sell an invention for 20 years from filing.
Related: Intellectual Property, Trade Secret
Trademark
A distinctive word, symbol, or design used to identify goods or services. Can be renewed indefinitely.
Related: Intellectual Property
Copyright
Legal right to reproduce, publish, or perform original works. Lasts the life of the author plus 70 years in Canada.
Related: Intellectual Property
Trade Secret
Confidential business information providing competitive advantage. No expiry but loses protection once disclosed.
Related: Intellectual Property, NDA
Sole Proprietorship
A business owned by one person with unlimited personal liability for business debts.
Related: Business Structure, Partnership
Partnership
A business owned by two or more persons who share profits, losses, and unlimited liability.
Related: Business Structure, Corporation
Corporation
A separate legal entity from its owners (shareholders) that provides limited liability.
Related: Business Structure, Director
Joint Venture
A temporary business arrangement where two or more parties agree to work together on a specific project.
Related: Partnership, Business Structure
Due Diligence
Taking reasonable steps to ensure compliance with legal requirements and professional standards.
Related: Standard of Care, Negligence
Indemnification
A contractual obligation where one party agrees to compensate another for losses or damages incurred.
Related: Contract, Liability
Force Majeure
Unforeseeable circumstances preventing someone from fulfilling a contract (for example, natural disasters or war).
Related: Contract
Subrogation
The right of an insurer to pursue a third party that caused an insurance loss to the insured.
Related: Insurance