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Good Faith and Contractual Duties: What Every Company Needs to Know

March 17, 2021 - 1:30 PM - 2:30 PM

Please note this webcast will be in English only.

In recent years, there have been several important decisions from the Supreme Court of Canada (SCC) on the organizing principle of good faith in the common law and the contractual duties derived from that principle. Following the landmark 2014 decision in Bhasin v. Hrynew, which left many open questions, the SCC expanded its analysis in two further decisions in 2020 and 2021: C.M. Callow Inc. v. Tammy Zollinger, et al. and Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District.

In Callow, the SCC clarified the duty of honest performance of contracts, and in Wastech, the court set out the scope of an additional duty to exercise contractual discretion in good faith. In doing so, the majority discussed the law of abuse of contractual rights in Quebec in detail.

Blakes successfully represented the Canadian Federation of Independent Business in Callow.

Join us as we discuss both new decisions, questions we have been receiving from clients about them and practical takeaways for companies doing business in Canada.

This presentation will consider the key principles from Callow and Wastech and how they may impact contractual parties, including the following issues:

  1. What types of conduct will violate the duty of honest contractual performance or the duty to exercise discretion in good faith?

  2. Can these duties limit a party’s rights to rely on express terms of a contract? 

  3. What are some practical tips to avoid breaching these duties?

  4. Can parties contract out of the duty of honest contractual performance or the duty to exercise discretion in good faith? 

  5. What other duties might courts derive from the organizing principle of good faith in the future?     

Following the presentation, there will be a 10-minute Q&A session.



Wednesday, March 17, 2021

Live Webcast:
1:30 – 2:30 p.m. (EST)

Log-in details for the live webcast will be sent to you prior to the date.

Mandatory Continuing Education

This program contains 1 hour of Substantive content.

Please note that pursuant to the amendments to the Règlement sur la formation continue obligatoire des avocats (Regulation respecting mandatory continuing education for lawyers – available in French only) of the Barreau du Québec, which came into force on April 1, 2019, the status of “recognized provider” and the mandatory “recognition” of activities have been abolished.

Blakes will continue to provide you with a confirmation of participation for your records. As stipulated in the above-mentioned regulation, members must preserve supporting documents attesting their completion of training activities for a period of seven years beginning on April 30 following the end of the reference period during which such activities were completed.

British Columbia
This program has been accredited for 1 CPD Credit Hour with The Law Society of British Columbia.