Elements of a Contract
Understand the foundational building blocks of every commercial contract — offer, acceptance, consideration, capacity, legality, and intention to create legal relations. Ontario-specific context with practical examples from aesthetics and healthcare businesses. This course is cross-referenced by the commercial lease negotiation and fitup contracting courses.
Start LearningUnderstand the foundational building blocks of every commercial contract — offer, acceptance, consideration, capacity, legality, and intention to create legal relations. Ontario-specific context with practical examples from aesthetics and healthcare businesses. This course is cross-referenced by the commercial lease negotiation and fitup contracting courses.
This course provides a comprehensive foundation in Ontario contract law for clinic owners and business operators. Across five modules and seventeen units, you will work through the essential elements that make a contract enforceable, the mechanics of offer and acceptance, consideration and promissory estoppel, how contract terms are classified and interpreted, and the full spectrum of performance, breach, and remedies.
Ontario-specific statutes covered include the Sale of Goods Act, Electronic Commerce Act, 2000, Consumer Protection Act, 2002, Statute of Frauds, and the Frustrated Contracts Act. Practical examples throughout draw from aesthetics and healthcare business scenarios: commercial leases, fitup contracting, equipment supply, and employment agreements.
1 What Makes a Contract Enforceable
The six essential elements every contract must have, when writing is legally required in Ontario, and what happens when a contract is void or voidable.
1.1 The Six Essential Elements
A contract is only legally binding when six elements are present: offer, acceptance, consideration, capacity, legality, and intention to create legal relations.
1.2 Written vs Oral Contracts in Ontario
Not every contract must be in writing — but some must. This unit covers when Ontario law requires writing, what happens without it, and best practices for your business.
1.3 When a Contract is Void vs Voidable
Not all contract problems are equal. A void contract never existed legally. A voidable contract exists but can be set aside. The distinction determines your remedies.
2 Offer and Acceptance
What constitutes a valid offer, the mirror image rule for acceptance, electronic acceptance under Ontario law, and how offers terminate.
2.1 What Constitutes a Valid Offer
An offer must be specific, communicated, and distinguished from mere invitations to treat. This unit explains where the line is drawn — with examples from supplier and lease negotiations.
2.2 Acceptance — The Mirror Image Rule
Acceptance must match the offer exactly. Counter-offers, the battle of the forms, and Ontario electronic acceptance rules under the Electronic Commerce Act, 2000.
2.3 Revocation, Lapse, and Rejection
Offers do not last forever. This unit covers how offers terminate — revocation before acceptance, lapse of time, firm offers, and option agreements under Ontario law.
3 Consideration and Promissory Estoppel
What counts as consideration, how to modify contracts properly, and when promissory estoppel allows enforcement of a promise without consideration.
3.1 What Counts as Consideration
Adequacy vs sufficiency, past consideration, pre-existing duty, and the rules Ontario courts apply to determine whether valid consideration exists.
3.2 Promissory Estoppel in Ontario
When promissory estoppel can prevent a party from going back on a promise — even without consideration. The Central London case, Ontario applications, and limitations.
3.3 Seals, Deeds, and Gratuitous Promises
When does a promise not need consideration to be enforceable? The law of deeds, seals, and the formal mechanisms that substitute for consideration in Ontario.
4 Terms, Conditions, and Interpretation
Understand express vs implied terms, how courts classify and interpret contract terms, exclusion clauses, and what happens when language is ambiguous.
4.1 Express vs Implied Terms
4.2 Conditions, Warranties, and Innominate Terms
4.3 Exclusion Clauses and Limitation of Liability
4.4 The Contra Proferentem Rule and Interpretation Principles
5 Performance, Breach, and Remedies
What constitutes proper performance, types of breach and their consequences, available remedies under Ontario law, and how contracts come to an end.
5.1 Performance Standards and Substantial Performance
5.2 Types of Breach
5.3 Remedies — Damages, Specific Performance, Injunctions
5.4 Termination and Discharge
Course Overview
- 5 modules
- 17 lessons
- Difficult complexity
365-day access
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