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Contract Disputes

Most business disputes begin with an agreement that one side says was broken. We act for businesses and individuals, on either side, in claims about what a contract required, whether it was breached, and what the breach cost.

Common situations

  • Non-payment for goods or services delivered
  • Work or products that do not meet the contract
  • One party ending an agreement early, or refusing to perform (including claims that the contract was frustrated)
  • Disputes over what a clause means, including limitation of liability, termination and liquidated damages clauses
  • Statements made before signing that turn out to be untrue (misrepresentation)
  • Disputes involving personal guarantees given for a business’s obligations

How contract claims are decided

A court looks at the words of the agreement, read as a whole and in light of the circumstances known to both parties when it was made. It then asks whether a party failed to do what the agreement required and, if so, what loss that caused. Statements made before the contract can support a separate claim for misrepresentation if they were untrue and relied on.

What happens next

  1. Assemble the agreement and everything that shows what was agreed and how the parties behaved.
  2. Identify the breach and any notice or dispute-resolution clause, such as mediation or arbitration.
  3. Measure the loss with supporting records.
  4. Choose the route: a demand letter, negotiation, a claim in Small Claims Court or the Superior Court of Justice, or arbitration where the contract requires it.

Remedies a court may grant

  • Damages for breach of contract
  • Damages for misrepresentation, and in some cases setting the contract aside
  • An order requiring a party to perform, in limited cases
  • A declaration of what the contract means
  • Interest and legal costs, as the court allows

Questions we are often asked

Do I need a written contract to make a claim?
No. Oral agreements can be enforceable in Ontario, although proving their terms is harder. Emails, invoices, payment records and the way the parties actually behaved can establish what was agreed. Some agreements, including many involving land, must be in writing.
How long do I have to sue for breach of contract?
The basic limitation period in Ontario is two years from the day the claim was discovered, or ought reasonably to have been discovered. The contract itself may also set notice requirements that apply sooner.
What can I recover if a contract is breached?
Generally, the amount needed to put you in the position you would have been in had the contract been performed, subject to rules about remoteness and your duty to take reasonable steps to limit the loss.
Should my claim go to Small Claims Court or the Superior Court of Justice?
Claims for money within the Small Claims Court limit can be brought there, which is usually faster and less formal. Larger or more complex claims go to the Superior Court of Justice. Cost recovery and the evidence involved also affect the choice.

Guides

General information about Ontario law, not legal advice about your situation. Time limits can be short; if you are unsure, speak with a lawyer promptly.

Speak with us about your situation.

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647-260-9920oenbar@enbarlitigation.ca