[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-0-en-105":3,"doc-seo-157346-105":59,"doc-detail-157346-en":131},{"code":4,"msg":5,"data":6},0,"success",[7,13,18,23,28,33,38,43,48,51,55],{"id":8,"doc_module":4,"doc_module_name":9,"category_name":10,"show_sort_weight":11,"slug":12},1,"Document","Story & Novel",90,"story-novel",{"id":14,"doc_module":4,"doc_module_name":9,"category_name":15,"show_sort_weight":16,"slug":17},2,"Literature",80,"literature",{"id":19,"doc_module":4,"doc_module_name":9,"category_name":20,"show_sort_weight":21,"slug":22},4,"Exam",70,"exam",{"id":24,"doc_module":4,"doc_module_name":9,"category_name":25,"show_sort_weight":26,"slug":27},5,"Comic",60,"comic",{"id":29,"doc_module":4,"doc_module_name":9,"category_name":30,"show_sort_weight":31,"slug":32},6,"Technology",50,"technology",{"id":34,"doc_module":4,"doc_module_name":9,"category_name":35,"show_sort_weight":36,"slug":37},7,"Healthcare",40,"healthcare",{"id":39,"doc_module":4,"doc_module_name":9,"category_name":40,"show_sort_weight":41,"slug":42},8,"Research & Report",30,"research-report",{"id":44,"doc_module":4,"doc_module_name":9,"category_name":45,"show_sort_weight":46,"slug":47},9,"Religion & Spirituality",20,"religion-spirituality",{"id":46,"doc_module":4,"doc_module_name":9,"category_name":49,"show_sort_weight":46,"slug":50},"World Cup","world-cup",{"id":52,"doc_module":4,"doc_module_name":9,"category_name":53,"show_sort_weight":52,"slug":54},10,"Lifestyle","lifestyle",{"id":56,"doc_module":4,"doc_module_name":9,"category_name":57,"show_sort_weight":24,"slug":58},19,"General","general",{"code":4,"msg":60,"data":61},"ok",{"site_id":62,"language":63,"slug":64,"title":65,"keywords":66,"description":67,"schema_data":68,"social_meta":124,"head_meta":126,"extra_data":128,"updated_unix":130},105,"en","identifying-and-mitigating-commercial-risk-lessons-from-recent-case-law","Identifying and Mitigating Commercial Risk - Lessons from Recent Case Law","","Commercial risk mitigation focuses on how contract terms are formed and later changed in practice, drawing on recent case law to show when binding agreements arise. The material examines contract formation through email exchanges, including disputes over whether essential terms were agreed and whether later formal documentation was merely procedural. It also addresses oral amendments, the role of entire agreement and no-oral-modification clauses, and how courts balance party autonomy with commercial certainty.",{"@graph":69,"@context":123},[70,84,106],{"@type":71,"itemListElement":72},"BreadcrumbList",[73,77,79,82],{"item":74,"name":75,"@type":76,"position":8},"https://docshare.wps.com","Home","ListItem",{"item":78,"name":9,"@type":76,"position":14},"https://docshare.wps.com/document/",{"item":80,"name":40,"@type":76,"position":81},"https://docshare.wps.com/document/research-report/",3,{"item":83,"name":65,"@type":76,"position":19},"https://docshare.wps.com/document/identifying-and-mitigating-commercial-risk-lessons-from-recent-case-law/157346/",{"url":83,"name":65,"@type":85,"image":86,"author":91,"headline":65,"publisher":94,"fileFormat":97,"inLanguage":63,"description":67,"dateModified":98,"datePublished":99,"encodingFormat":97,"isAccessibleForFree":100,"interactionStatistic":101},"DigitalDocument",{"url":87,"@type":88,"width":89,"height":90},"https://docshare.wps.com/thumbnails/identifying-and-mitigating-commercial-risk-lessons-from-recent-case-law/157346.png","ImageObject",300,407,{"name":92,"@type":93},"Levi","Person",{"url":74,"name":95,"@type":96},"DocShare","Organization","application/pdf","2026-11-06","2026-08-29",true,{"@type":102,"interactionType":103,"userInteractionCount":105},"InteractionCounter",{"@type":104},"ViewAction",12,{"@type":107,"mainEntity":108},"FAQPage",[109,115,119],{"name":110,"@type":111,"acceptedAnswer":112},"How can a binding contract be formed through email agreements?","Question",{"text":113,"@type":114},"Courts may find that an exchange of emails creates a binding agreement if the essential terms are captured and the parties’ words and conduct show they intend to be bound, even if a later formal document is contemplated.","Answer",{"name":116,"@type":111,"acceptedAnswer":117},"Do courts always enforce no oral amendment clauses?",{"text":118,"@type":114},"No. Recent case law indicates some courts may enforce oral agreements or amendments notwithstanding such clauses, though other decisions continue to emphasize the importance and effect of entire agreement provisions.",{"name":120,"@type":111,"acceptedAnswer":121},"What is the impact of entire agreement clauses on oral inducements or past representations?",{"text":122,"@type":114},"Entire agreement clauses can limit reliance on matters outside the written contract, including preventing actions such as negligent misrepresentation based on oral inducement, and also blocking reliance on prior representations or agreements.","https://schema.org",{"og:url":83,"og:type":125,"og:title":65,"og:site_name":95,"og:description":67},"article",{"robots":127,"canonical":83},"index,follow",{"doc_id":129,"site_id":62},157346,1787978807,{"code":4,"msg":5,"data":132},{"doc_id":129,"user_id":133,"nickname":92,"user_avatar":134,"doc_module":4,"category_id":39,"category_name":40,"doc_title":65,"doc_description":67,"doc_content":135,"file_id":136,"file_url":137,"file_type":138,"file_size":139,"view_count":105,"is_deleted":4,"is_public":8,"is_downloadable":8,"audit_status":8,"page_count":140,"language":141,"language_code":63,"site_id":62,"html_lang":63,"table_of_contents":142,"faqs":143,"seo_title":144,"seo_description":67,"update_tm":130,"read_time":145,"preview_page_count":4},7971461740909,"https://ap-avatar.wpscdn.com/davatar_155a257f0dc6eb9ab79c44ca47cae57d","Identifying and mitigating commercial risk:  \nLessons from recent case law  \nKelli Patel and Chloe Snider  \nWith special thanks to Caitlin Choi  \nNovember 2, 2017  \nIntroduction and outline  \n• Contract formation  \n• Formation by email  \n• Oral amendments  \n• Duty of good faith  \n• Timing and scope  \n• Specific clauses  \n• Forum selection and choice of law clauses  \n21  \nNovember 2017  \n2  \nContract formation – Email agreements  \nVancouver Canucks Limited Partnership v. Canon Canada Inc., 2015 BCCA 144  \n• Parties entered into negotiations to renew existing agreements  \n• Dispute concerned whether there was a binding new agreement  \n• Court upheld finding that parties had entered into a new sponsorship agreement through emails sent between them:  \n• Emails contained the essential terms of the new sponsorship agreement  \n• Canon wanted to continue its sponsorship agreement with the “same rights and benefits” as before and the Canucks agreed  \n• While the parties had understood that a formal written agreement would be executed by the parties after review by each party’s legal department, such execution was a mere formality  \n• Sponsorship benefits were implement by the Canucks and Canon accepted those benefits notwithstanding that the agreement had not been executed  \n21  \nNovember 2017  \n3  \nContract formation – Email agreements  \nCoco Homes Inc. v. Caleron Properties Ltd. , 2017 ABQB 15  \n• Court found that an exchange of emails formed a binding settlement agreement, based on the words and conduct of each party’s counsel  \nPintar Manufacturing Corp. v. Consolidated Wholesale Group Inc. , 2011 ONCA 805  \n• Court found that personal guarantee had been entered into by way of emails  \n• All of the elements necessary to create a binding guarantee were present: the amount of debt was clear, the debt had crystallized, the appellant knew the terms of the contract giving rise to the debt, and the appellant provided an email signature  \nC&S Associates UK Ltd. v. Enterprise Insurance Company Plc , 2015 EWHC 3757  \n• Dealt with whether a contract between an insurance claims handler and an insurance provider was varied by an exchange of emails  \n• Court found the parties intended to be bound by their exchange, despite contemplating that their agreement would later be recorded in a formal contract  \n21  \nNovember 2017  \n4  \nContract formation – Email agreements  \n• Practical implications:  \n• Negotiating parties (lawyers or business representatives) should understand that a binding agreement can be by reached by email  \n• Possible email caveat:  \n“Nothing in this email communication constitutes a binding agreement until all terms are agreed and finalized in writing and a written agreement is executed by  \nthe parties.”  \n21  \nNovember 2017  \n5  \nContract amendment – Oral amendments  \n• No oral amendment clauses (particularly in entire agreement clauses) are common:  \n“No change or modification of this agreement is valid unless it is in writing and signed by  \neach party.”  \n• Recent English and Nova Scotia case law suggest that (certain) courts may enforce an oral agreement or amendment in the face of such a clause  \n• Based on principle of party autonomy and freedom to contract  \n• BUT – recent Ontario case law continues to emphasize the importance of entire agreement clauses  \n21  \nNovember 2017  \n6  \nContract amendment – Oral amendments  \nGlobe Motors Inc. v. TRW Lucas Varity Electrics Steering Ltd. ,[2016] EWCA 396  \n• Court rejected the idea that an anti-oral agreement provision needed to be enforced for the benefit of commercial certainty  \n• A general principle of English law is that absent statutory or common law restrictions, parties have the freedom to contract  \n• An anti-oral agreement clause cannot undermine that freedom  \n21  \nNovember 2017  \n7  \nContract amendment – Oral amendments  \nArchibald v. Action Management Services Inc. , 2015 NSCA 103  \n• Clause required that any waiver of the lease in question be in writing  \n• Issu","cbCaioC08XY7cbmz","https://ap.wps.com/l/cbCaioC08XY7cbmz","pdf",55211,17,"English","# Introduction and outline\n## Contract formation\n## Contract amendment\n### Oral amendments\n### Entire agreement clauses","[{\"question\":\"How can a binding contract be formed through email agreements?\",\"answer\":\"Courts may find that an exchange of emails creates a binding agreement if the essential terms are captured and the parties’ words and conduct show they intend to be bound, even if a later formal document is contemplated.\"},{\"question\":\"Do courts always enforce no oral amendment clauses?\",\"answer\":\"No. Recent case law indicates some courts may enforce oral agreements or amendments notwithstanding such clauses, though other decisions continue to emphasize the importance and effect of entire agreement provisions.\"},{\"question\":\"What is the impact of entire agreement clauses on oral inducements or past representations?\",\"answer\":\"Entire agreement clauses can limit reliance on matters outside the written contract, including preventing actions such as negligent misrepresentation based on oral inducement, and also blocking reliance on prior representations or agreements.\"}]","Identifying and Mitigating Commercial Risk - Lessons from Recent Case Law | PDF",43]