Contract Agreement Between Two Parties Template for Canada

Many contracts are enforceable even when agreed orally, but writing is what makes the terms provable if a dispute arises, and a party who cannot prove what was promised ends up in much the same position as one who was promised nothing. Certain categories, contracts dealing with land and guarantees among them, must be in writing in some provinces and not in others, because the requirement is provincial rather than national. Check which rule applies where the contract operates before relying on an exchange of emails. When the deal changes later, record the change the same way, since an unwritten variation recreates the same evidential problem.

Contract law in Canada is provincial rather than federal, so the agreement should name the province whose law applies and where disputes will be heard. Treat those as two decisions rather than one: a clause choosing Ontario law says nothing about which court hears the case, and parties regularly find they have settled one and not the other. Without a governing law clause the answer turns on where the contract was formed and performed, which can mean an argument about the forum before anyone reaches the merits. Where one party is in Quebec the choice matters more, because the Civil Code of Quebec rather than the common law would govern.

Electronic signatures are generally recognized for ordinary commercial contracts across Canada, though several provinces exclude documents such as wills and land transfers, and those exclusions are set provincially. The agreement should state whether the parties accept electronic execution and signing in counterparts, so a signature page returned as a scan is not argued about afterwards. Keep whatever the signing platform records: the time, the address it was sent to, and who opened it. Where the contract will be registered or produced to a third party such as a lender, ask early what form of signature that party will accept, since its requirement can be stricter than the law's.

Limitation periods are set provincially. The basic period is two years in most common law provinces, and three years for a personal action in Quebec under article 2925 of the Civil Code of Quebec, so the deadline depends on where the claim is brought. What the period runs from matters as much as its length, and that starting point is defined provincially rather than uniformly, so confirm it instead of counting from the date of breach. Once the period has run the claim is barred whatever its merits, so keep the correspondence showing when the problem surfaced. A contract can also set notice deadlines that bite earlier.

Rules vary by province, and Quebec is a civil law jurisdiction where the Civil Code of Quebec governs contractual obligations rather than the common law that applies elsewhere. Terminology and default rules differ accordingly, so a template drafted for Ontario or Alberta may use concepts that do not map onto a Quebec agreement. Check the position for the province whose law the contract selects, and choose a province with a genuine connection to the parties or to the performance rather than one picked for convenience. Where the parties operate in more than one province, settle which law governs before signing rather than leaving both named in different clauses.