A legal obligation to exercise reasonable care to avoid foreseeable harm to others. Central to tort law and negligence claims.
Related: Tort, 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
A private or civil wrong or injury arising independently of contract, typically involving negligence.
Related: Negligence, Duty of Care
Legal doctrine holding an employer responsible for the negligent acts of employees performed within the scope of employment.
Related: Tort, Negligence
Failure to perform any term of a contract without a legitimate legal excuse.
Related: Contract, Damages
Something of value exchanged between parties to a contract. An essential element for a contract to be enforceable.
Related: Contract
Legal rule that ambiguous contract terms are interpreted against the party that drafted them.
Related: Contract Interpretation
Contract law rule prohibiting evidence that contradicts or supplements the written terms of a finalized agreement.
Related: Contract, Evidence
Legal principle preventing a party from enforcing strict contract terms after making a gratuitous promise that disadvantaged the other party.
Related: Contract, Equity
Persuading a party to enter a contract through threatened or actual violence or imprisonment, making the contract voidable.
Related: Contract, Voidable
Pre-estimated damages specified in a contract for non-performance, used to minimize risks.
Related: Contract, Damages
Latin for "as much as deserved." Courts award fair compensation when services are performed without a formal payment agreement.
Related: Contract, Compensation
A court-ordered remedy requiring a party to perform their contractual obligations, typically for unique items like land.
Related: Contract, Remedy
The legal timeframe within which a claim or lawsuit must be commenced to be considered by the courts.
Related: Tort, Contract
A contract provision that aims to exclude liability or damages for specified events.
Related: Contract
A dispute resolution method where an impartial third party makes a binding decision. Often less costly and faster than litigation.
Related: Dispute Resolution, 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
A contract clause describing the process to follow when resolving disputes between parties.
Related: Arbitration, Mediation
A percentage withheld from contractor payments under provincial lien acts to ensure sub-contractors are paid.
Related: Construction Lien, Sub-contractor
A legal claim on property by contractors or sub-contractors who have not been paid for work performed on that property.
Related: Holdback
The unethical practice of negotiating prices with sub-contractors after the tender closes.
Related: Tendering, Ethics
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
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
An error made by both parties to a contract regarding a fundamental fact, which may render the contract voidable.
Related: Contract
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
A distinctive word, symbol, or design used to identify goods or services. Can be renewed indefinitely.
Related: Intellectual Property
Legal right to reproduce, publish, or perform original works. Lasts the life of the author plus 70 years in Canada.
Related: Intellectual Property
Confidential business information providing competitive advantage. No expiry but loses protection once disclosed.
Related: Intellectual Property, NDA
A business owned by one person with unlimited personal liability for business debts.
Related: Business Structure, Partnership
A business owned by two or more persons who share profits, losses, and unlimited liability.
Related: Business Structure, Corporation
A separate legal entity from its owners (shareholders) that provides limited liability.
Related: Business Structure, Director
A temporary business arrangement where two or more parties agree to work together on a specific project.
Related: Partnership, Business Structure
Taking reasonable steps to ensure compliance with legal requirements and professional standards.
Related: Standard of Care, Negligence
A contractual obligation where one party agrees to compensate another for losses or damages incurred.
Related: Contract, Liability
Unforeseeable circumstances preventing someone from fulfilling a contract (for example, natural disasters or war).
Related: Contract
The right of an insurer to pursue a third party that caused an insurance loss to the insured.
Related: Insurance
The legal test of whether a reasonable person could have anticipated that their conduct might harm another. Foreseeability of harm is required to establish a duty of care in a negligence claim.
Related: Duty of Care, Negligence, Causation
The link between a defendant's breach of duty and the plaintiff's loss. A negligence claim requires both factual causation (the "but for" test) and legal causation (the harm was not too remote).
Related: Negligence, Damages, Foreseeability
Monetary compensation a court awards to a party who has suffered loss or injury. The goal is generally to put the injured party in the position they would have been in had the wrong not occurred.
Related: Negligence, Breach of Contract, Liquidated Damages
A defence arguing that the plaintiff's own carelessness contributed to their loss. Under Canadian negligence acts, a court can reduce the plaintiff's damages in proportion to their share of fault.
Related: Negligence, Damages
The legal responsibility of a professional, such as an engineer, for loss caused by failing to meet the standard of care. A professional can be liable in both negligence and contract for deficient services.
Related: Negligence, Standard of Care, Professional Liability Insurance
A comparison of two sources of civil liability. Contract liability arises from a promise between parties, while tort liability arises from a general duty owed at law. The same conduct, such as negligent design, can give rise to both.
Related: Tort, Breach of Contract, Concurrent Liability
The principle that a defendant can be sued in both tort and contract for the same act. Canadian courts allow a plaintiff to pursue whichever route is more favourable, subject to any contract terms that limit tort claims.
Related: Tort vs Contract, Negligence
A legally enforceable agreement between two or more parties. A valid contract generally requires offer, acceptance, consideration, an intention to create legal relations, and capacity.
Related: Consideration, Breach of Contract, Offer and Acceptance
The two matching elements that form an agreement. One party makes a clear offer and the other accepts it on the same terms, creating the "meeting of the minds" needed for a binding contract.
Related: Contract, Consideration
A promise by one party to cover the loss or liability of another. Indemnity clauses are common in engineering contracts to allocate risk between owner, consultant, and contractor.
Related: Indemnification, Contract, Limitation of Liability Clause
A contract provision that caps the amount or types of damages one party can recover from the other. Consulting engineers often limit liability to the value of their fee or their insurance coverage.
Related: Exclusion Clause, Indemnity, Contract
Intangible creations of the mind that the law protects, including inventions, designs, original works, and brands. The main categories in Canada are patents, copyright, trademarks, industrial designs, and trade secrets.
Related: Patent, Copyright, Trade Secret
Protection for the visual features of a manufactured product, such as its shape, configuration, or ornamentation. In Canada a registered industrial design is protected for up to 15 years.
Related: Intellectual Property, Patent, Copyright
Mistakes or oversights in professional services that cause a client loss. Errors and omissions insurance is the form of professional liability coverage that responds to such claims against engineers.
Related: Professional Liability Insurance, Negligence, Standard of Care
A limit on liability under which a defendant is not responsible for losses that are too far removed or unforeseeable a consequence of their conduct, even if they factually caused the harm.
Related: Causation, Damages, Foreseeability
A false statement of fact that induces another party to enter a contract. Depending on the maker's state of mind it may be innocent, negligent, or fraudulent, with different remedies for each.
Related: Fraudulent Misrepresentation, Contract, Negligence
The rule that only the parties to a contract can sue or be sued on it. A third party harmed by deficient engineering work may therefore have to rely on tort rather than the contract.
Related: Contract, Tort vs Contract, Concurrent Liability
A formal process inviting contractors or consultants to submit competitive bids for work. In Canadian law a compliant bid can create a preliminary contract that obliges fair treatment of all bidders.
Related: Bid Shopping, Contract, Offer and Acceptance
The transfer of a party's rights or benefits under a contract to a third party. Engineering contracts often restrict assignment without the other party's consent.
Related: Contract, Indemnity
Liability in tort for careless advice or information that another party reasonably relies on to their detriment. It allows recovery for pure economic loss where a special relationship and reliance exist.
Related: Negligence, Misrepresentation, Duty of Care
Financial loss that is not the direct result of physical injury or property damage. Canadian courts allow recovery for pure economic loss only in defined categories, such as negligent misstatement or dangerous defects.
Related: Negligent Misstatement, Negligence, Damages
A partnership form in which partners are not personally liable for the negligence of other partners. Some provinces allow engineering and other professional firms to organize as an LLP.
Related: Partnership, Corporation, Sole Proprietorship