Category: Contracts Page 1 of 12

Case Commented On: Nova Fish Farms Inc v Cold Ocean Salmon Inc, 2025 NLCA 28 (CanLII)

PDV Version: “Time is of the Essence” Clauses are Incompatible with Indefinite Time Provisions

A “time is of the essence” (TOE) clause is a boilerplate contract clause that renders a time limit or deadline in a contract to be a fundamental term of the agreement, entitling the other party to terminate the agreement if that term is breached, even in a minor way.

In Nova Fish Farms Inc v Cold Ocean Salmon Inc, 2025 NLCA 28 (CanLII), the Court of Appeal of Newfoundland and Labrador decided that a TOE clause does not apply to an indefinite time provision in a contract. On January 22, 2026, the Supreme Court granted leave to appeal this decision.

Limiting Contractual Liability for Breaching the Duty of Good Faith

By Jassmine Girgis

On February 24, 2026

In Contracts, Corporate / Commercial, Indigenous, Remedies

By: Jassmine Girgis

Case Commented On: 1401380 Ontario Limited (Wilderness North Air) v Hydro One Remote Communities Inc, 2025 ONCA 827 (CanLII)

PDF Version: Limiting Contractual Liability for Breaching the Duty of Good Faith

The contractual duty to exercise discretion in good faith applies to every contract, regardless of the parties’ intentions; parties cannot exclude the duty altogether. But what if they do not seek to exclude the duty itself, and instead seek only to limit the consequences of breaching it? Is that distinction legally meaningful? And is it permitted?

This post discusses how the duty to perform in good faith endures on both conceptual and practical grounds as long as there is liability for breaching it, even where that liability is contractually limited.

In 1401380 Ontario Limited (Wilderness North Air) v Hydro One Remote Communities Inc, 2025 ONCA 827 (CanLII), the Ontario Court of Appeal decided that parties may limit the scope of their liability for breach of the duty of good faith, and that doing so does not constitute contracting out of the duty itself.

I Do Solemnly [thumbs-up]: The Saskatchewan Court of Appeal Endorses the Use of Emojis as Contractual Signatures (and the Decision is Kinda [meh])

By Michael Ilg

On March 3, 2025

In Contracts

By: Michael Ilg

Case Commented On: Achter Land & Cattle Ltd. v South West Terminal Ltd., 2024 SKCA 115 (CanLII)

PDF Version: I Do Solemnly : The Saskatchewan Court of Appeal Endorses the Use of Emojis as Contractual Signatures (and the Decision is Kinda )

The most famous emoji in the history of Western Canadian grain contracts has been in the news again, though with much less fanfare than the first time. The trial court decision starring , South West Terminal Ltd. v Achter Land, 2023 SKKB 116 (CanLII) (Achter), garnered international media attention (see here, here, and here) with the novel story of the farmer found liable for a contract entered into by emoji. The recent appellate court decision in Achter Land & Cattle Ltd. v South West Terminal Ltd., 2024 SKCA 115 (CanLII) (Achter II), in comparison, received only a smattering of media coverage (see here and here). Perhaps appellate court endorsements of trial decisions are less newsworthy in general; or perhaps ’s fading popularity can be attributed to Gen Z, who are said to find passive aggressive, hurtful, or even hostile. Though ‘s fifteen minutes of fame may be drawing to a close, its legal legacy may persist for years to come, and not necessarily for the good.

Alberta’s Carbon Sequestration Agreement: An Analysis

By Nigel Bankes

On November 6, 2024

In Contracts

By: Nigel Bankes

Matter Commented On: Alberta’s Standard Form Carbon Sequestration Agreement

PDF Version: Alberta’s Carbon Sequestration Agreement: An Analysis

The Government of Alberta (GoA) has finally released the form or template of the Carbon Sequestration Agreement (CSA) that it will use for carbon capture and storage (CCS) projects organized as hub projects. A hub project is a CCS project in which one party provides transportation and sequestration (T & S) services to variety of emitters. One example is the Atlas Carbon Storage Hub promoted by ATCO EnPower and Shell Canada Products which received its final investment decision in June 2024. Previous ABlawg posts (here, here and here) have reviewed Alberta’s decision to adopt a hub approach to CCS in preference to the vertically integrated project approach that characterized Shell’s earlier Quest project (see ABlawg post here). A vertically integrated CCS project is a project in which a single party (or joint venture) is responsible for all three elements of the CCS value chain (that is to say, capture and compression, transportation, and injection and geological sequestration). In a hub project (or a hub and spoke project) one party (the hub operator) typically offers transportation and sequestration services (T & S) to a number of different large emitters. I refer readers to the earlier posts for the more detailed explanations of the background.

Good Faith and Honest Performance and the Convergence between Common Law and Civil Law

By Jassmine Girgis

On June 7, 2024

In Contracts

By: Jassmine Girgis

Case Commented On: Ponce v Société d’investissements Rhéaume ltée, 2023 SCC 25 (CanLII)

PDF Version: Good Faith and Honest Performance and the Convergence between Common Law and Civil Law

The topic of good faith in the realm of contracts once again made it to the Supreme Court of Canada in 2023, but this time, in a case dealing with good faith as it arises under the Civil Code of Québec, CQLR c CCQ-1991 (Civil Code).