CONTRACT LAW

LAWF 3030
SYLLABUS 2025-2026

Dr Chris Hunt, Full Professor

TRU Faculty of Law

Contact Details:

Email: chunt@tru.ca
Office: OM 4769
Phone: 778 471 8359

Office Hours:

I generally have an open door policy and encourage you to pop by with any questions. I am also
available over email. As term progresses, I will post scheduled office hours with sign-up sheets
for students (date and time TBD).

TRU Course Calendar Description:

Students undertake a legal and policy analysis of the basic principles and fundamental concepts
of the law of contracts as they relate to commercial and consumer transactions. Students explore
the following: the formation of contracts including offer, acceptance and consideration;
estoppel; privity; terms of contract, including exemption clauses; standard form contracts;
bailment; mistake, misrepresentation and unconscionability; termination, including the doctrine
of frustration; breach and remedies for breach; and dispute resolution processes. Emphasis is
placed not only on knowledge of rules and principles, their historical derivation, rationale,
efficacy and social validity, but also upon the creative use of contracts to both avoid and resolve
disputes.

Learning Objectives:

The purpose of this course is to introduce students to the fundamental principles of Canadian
contract law. Students will learn the basic rules of contract law, and how to apply these rules to
novel situations. Emphasis is placed on developing the analytical skills necessary to identify
contractual problems and propose reasoned solutions. Attention is also paid to the fundamental
premises and policy rationales animating the various rules we shall encounter throughout this
course.

Course Overview:

In the first term, we concentrate on the essential requirements for forming a valid contract.
Topics covered include: formation (offer and acceptance), certainty, intention to create legal
relations, consideration, promissory estoppel and privity of contract.

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In the second term, we concentrate on identifying and interpreting the nature and scope of the
contractual obligations entered into, and consider also the circumstances in which contracts can
be breached and the remedial implications that follow as a result. Topics covered include:
distinguishing between terms and representations, when and why courts imply terms into
contracts, interpreting exclusion clauses, types of breach, vitiating factors in contract law,
excuses for non performance of obligations and the various remedies available for breach of
contract.

Readings:

Required Materials (to Purchase):

 Stephanie Ben-Ishai and David Percy, Contracts: Cases and Commentaries, 11th ed.
(Toronto: Carswell, 2022)

Reference Books You May Wish to Consult:

 J. D. McCamus, The Law of Contracts 3rd (Toronto: Irwin Law, 2020)1

 G.H.L. Fridman, The Law of Contract in Canada, 6th ed. (Toronto: Carswell, 2011)2

Note on Finding Cases:

The case-book, Ben-Ishai et al., contains extracts of most cases listed below. Where this is the
case we have provided a page number for easy reference. However, several cases are not in the
textbook. Where this is the case we have put a ‘*’. These cases can be found on CanLII,
Quicklaw and WestLaw.

Note on Moodle:

Please sign up to the Contracts Course Moodle page. I will post additional materials from time
to time there.

1
An excellent basic text.
2
A more detailed advanced text.

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Note on Ordering of Cases:

For the most part we will discuss the cases in class in the same order that they appear on this
syllabus. At times, however, we may depart from this structure. This is necessary because many
parts of the syllabus overlap and interrelate. It is important that you are able to discuss cases out
of order and are comfortable with revisiting past cases in new contexts.

Method of Evaluation:

There are two compulsory components to the evaluation in this class: (i) a mid-term examination
and (ii) a final examination.

(i) The midterm examination will take the form of a compulsory 2 hour CLOSED
BOOK exam written at the end of the first term (December 2025). The midterm exam
will count for 30% of your final mark if your mark is higher than your final examination
mark, or 0% if your mark is lower than your final examination mark. Although the mid-
term examination will ‘help but not hurt’ your final mark in this course, students should
note that this examination is not optional.

(ii) The final examination will take the form of a 3 hour CLOSED BOOK exam to be
written at the end of second term (April 2026). Students are permitted to use a ‘cheat
sheet’ for the final April exam with details below. The final will examine material
covered throughout the entire course. It is not limited to material covered in the second
term. The final will count for 70% if your mark is lower than your midterm examination
mark, or 100% if your mark is higher than your mid-term examination mark.

Cheat Sheets for Use During Final April Exam Only

Final Exam:

 Students are permitted to bring into the exam a double-sided cheat sheet no larger
than 8.5 inches by 11 inches.

General Guidelines for Cheat Sheets:

 Students may type or handwrite on their cheat sheets.

 There is no minimum margin size or font size for the cheat sheets.

 Cheat sheets may be highlighted or have diagrams drawn on them.

 Students may bring and use a magnifying glass to read their cheat sheets during
exams.

 Cheat sheets must be handed in with the exam paper at the end of the April exam.

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Recording of Classes:

Students should be aware that the unauthorized use of any form of device to audiotape,
photograph, video-record or otherwise reproduce lectures, course notes or teaching materials
provided by instructors is covered by the Canadian Copyright Act 1985 R.S.C. and is prohibited.
As such, students must obtain prior written consent before undertaking such recording. Given a
variety of pedagogic, privacy and intellectual property concerns associated with the recording of
classes, such written consent will only be granted in instances of disability accommodation or
extraordinary circumstances.

POLICIES

TRU and the Faculty of Law have policies about academic integrity, accommodation for students with
disabilities or difficulties, and grading. Please see the Faculty of Law Course Book for more information.

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CONTRACT LAW COURSE OUTLINE

I. Introduction to Law of Contracts

Ben-Ishai et al. (1-16)

II. Formation of Valid Contract

1. Offer and Invitations to Treat

Ben-Ishai et al. (39-42)

Canadian Dyers Assn v. Burton (42)
Pharmaceutical Society v. Boots (46)
Carlill v. Carbolic Smoke Ball Co. (50)
Goldthorpe v. Logan (55)

Tenders

Harvela Investments Ltd. v. Royal Trust Co of Canada (* optional reading, for

historical background only)
R. v. Ron Engineering & Construction (Eastern) Ltd. (58)
M.J.B. Enterprises Ltd. v. Defence Construction (1951) Ltd. (61)
Double N Earthmovers Ltd. v. City of Edmonton, 2007 SCC 3 (*)

2. Communication of Offer

Blair v. Western Mutual Benefit Assn., [1972] 4 WWR 284 (BCCA) (*)
Williams v. Carwardine (71)
R. v. Clarke (72)
Carlill v. Carbolic Smoke Ball Co. (50)

3. Termination of Offer

Revocation

Dickinson v. Dodds (133)

Byrne v. Van Tienhoven (136)
Errington v Errington and Woods (138)
Dawson v. Helicopter Exploration Co. (95)

Rejection

Livingston v. Evans (76)

Lapse of Time

Barrick v. Clark (140)

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Manchester Diocesan Council of Education v. Commercial and General
Investments (In notes, 144)

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4. Acceptance

Livingston v. Evans (76)

Battle of Forms

Butler Machine Tool v. Ex-cell-o Corp. (78)

Tywood Industries Ltd. v. St. Anne-Nackawic Pulp & Paper Co. Ltd. (81)

Silence

Carlill v. Carbolic Smoke Ball Co. (50)

Dawson v. Helicopter Exploration Co. (95)
Felthouse v. Bindley (101)
Saint John Tug Boat Co. v. Irving Refinery Ltd. (104)
O'Neill v Kings County Construction, 2019 PECA 13 (*)

Offeror’s Control

Eliason v. Henshaw (93)

5. Communication of Acceptance: Mail and Instantaneous Modes

Household Fire v. Grant (109)

Holwell Securities v. Hughes (112)
Eastern Power Ltd (115)

6. Certainty of Terms no. 1

Vagueness

R. v. CAE Industries Ltd. (175)

Incompleteness and Agreements to Agree

May v. Butcher v. R. (150)

Hillas v. Arcos (152)
Foley v. Classique Coaches Ltd. (158)
Sale of Goods Act-Ascertainment of Price, ss. 12, 13 (*)

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 7. Certainty of Terms no. 2

Agreements to Negotiate

Bhasin v. Hrynew, 2014 SCC 71 (*)

Empress v. Bank of Nova Scotia (162)
Mannpar Enterprises Ltd. v. Canada (165)

Anticipation of Formalization

Bawitko Investments Ltd. v. Kernels Popcorn Ltd. (181)

8. Intention to Create Legal Obligation

Balfour v. Balfour (270)

Rose and Frank v. JR Crompton Bros. (273)
TD Bank v. Leigh Instruments Ltd. (275)
Canadian Taxpayers Federation v. Ontario (Minister of Finance) (2004) 73 O.R.
(3d) 621 (O.S.C.J.) at [51]-[62] (*)
Family Law Act SBC 2011, ss. 3 and 92 (*)

9. Formality: Contracts Under Seal and the Requirement of Writing

Royal Bank v. Kiska (284)

Law and Equity Act (B.C.) s. 59 (*)

III. Enforcing Promises

1. Doctrine of Consideration

Nature of Consideration

Thomas v. Thomas (204)

Governors of Dalhousie College at Halifax v. The Estate of Arthur Boutilier
(191)

Past Consideration

Eastwood v. Kenyon (201)

Lampleigh v. Brathwait (203)

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 Forbearance of Suit

D.C.B. (Plaintiff) and Harold J. Arkin and Zellers Inc. (Defendants) (1996) 138
D.L.R. (4th) 309 (206)

Pre-existing Duties

Pao On v. Lau Yiu Long (211)

Stilk v. Myrick (214)
Gilbert Steel v. University Construction Ltd. (216)
Williams v. Roffey Bros.[1990] 1 All ER 512 (Eng. CA) (*)
Greater Fredericton Airport Authority Inc. v. Nav Canada (228)
Rosas v Toca, 2018 BCCA 191 (233)

Promises to Accept Less

Foakes v. Beer (221)

Re Selectmove [1995] 2 ALL ER 531 (Eng. CA) (*)
Foot v. Rawlings (224)
Law and Equity Act (R.S.B.C. 1996, c. 253) s. 43 (*)
Process Automation Inc. v. Norstream Intertec Inc. & Arroyave, 2010 ONSC
3987 at paras. [87]-[111]. (*)

2. Promissory Estoppel

General Principles

Hughes v. Metropolitan Railway Company (240)

Central London Property v. High Trees House (242)
Collier v. P & M J Wright (Holdings) Limited [2007] EWCA Civ. 1329 (*)

Elucidation of Principles

John Burrows v. Subsurface Surveys (245)

D & C Builders v. Rees (248)
Saskatchewan River Bungalows Ltd. v. Maritime Life Assurance Co. (in notes,
258)
W.J. Alan & Co. v. EL Nasr Export and Import Co. (251)
The Post Chaser (255)
Trial Lawyers Assn. of British Columbia v Royal & Sun Alliance Insurance
Company of Canada, 2021 SCC 47 (*) especially paras 50-51

Shield or Sword

Combe v. Combe (259)

M. (N.) v. A. (T.A.) (265)

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 3. Privity of Contract

Basics

Tweddle v. Atkinson (314)

Dunlop PneumaticTyre Co. v. Selfridge & Co. Ltd. (315)
Beswick v. Beswick (321, 323)

Exception

London Drugs Ltd. v. Kuehne & Nagel International Ltd. (337)

Edgeworth Construction Ltd. v. N.D. Lea & Associates Ltd. [1993] 107 DLR 4th
169 (Supreme Court of Canada) (*)
Fraser River Pile & Dredge Ltd. v. Can-Dive Services (348)

IV. Content of the Contract

1. Misrepresentation, Rescission and Bars

Redgrave v. Hurd (385)

Smith v. Land and House Property Corp. (389)
Bank of British Columbia v. Wren Developments Ltd. (391)
Kupchak v. Dayson Holdings Ltd. (394)

2. Representations and Terms

Heilbut, Symons & Co. v. Buckleton (402)

Dick Bentley Productions Ltd. v. Harold Smith (Motors) Ltd. (407)
Leaf v. International Galleries (409)

3. Concurrent Liability in Contract and Tort

BG Checo International Ltd. v. B. C. Hydro & Power Authority (429)

4. Parol Evidence Rule

Hawrish v. Bank of Montreal (446)

Bauer v. Bank of Montreal (450)
Gallen v Allstate Grain Co. (457)
Business Practices and Consumer protection Act ss.187 (*)

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 5. Classification of Terms

Hong Kong Fir Shipping Co. Ltd. v. Kawasaki Kisen Kaisha Ltd. (469)
Wickman Machine Tool Sales Ltd. v. L. Schuler A.G. (476)

6. Discharge by Performance or Breach

Sumpter v. Hedges (502)

Fairbanks Soap Co. v. Sheppard (498)
Howe v. Smith (503)

7. Good Faith Performance

Bhasin v. Hrynew, 2014 SCC 71 (483)

8. Standard Form Contracts and Exclusion Clauses

Incorporation

Thornton v. Shoe Lane Parking Ltd. (558)

McCutcheon v. David MacBrayene Ltd. (568)
Karoll v. Silver Star Mountain Resorts Ltd. (576)
Tilden Rent A Car Co. v. Clendenning (572)

Striking Out

Hunter Engineering Co. v. Syncrude Canada Ltd. (*)

Tercon Contractors Ltd. v. British Columbia (Transportation and Highways)
(586)
Niedermeyer v Charlton 2014 BCCA 165 at [72]-[114] (*)
Loychuk v. Cougar Mountain Adventures Ltd., 2012 BCCA 122 at [1]-[16] and
[27]-[47] (*)

V. Avoiding Performance: Mistakes and Frustration

1. Unilateral Mistake as to Terms

Assumptions

Smith v. Hughes (602)

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 Terms

Hartog v. Colin & Shields (* and in notes, 607)

McMaster University v. Wilchair Construction Ltd. (in notes, 608)

Tenders

R. v. Ron Engineering & Construction (Eastern) Canada Ltd. (614)

2. Agreements Made Under Mistaken Assumptions

Bell v. Lever Bro (616)

McRae v. Commonwealth Disposals Commission (621)
Solle v. Butcher (628)
Great Peace Shipping v. Tsavliris Salvage (2002) 4 ALL ER 689 (*)
Miller Paving Ltd. v. B. Gottardo Construction Ltd. (631)
Lee v. 1435375 Ontario Ltd., 2013 ONCA 516 (*)

3. Mistakes as to Identity

Shogun Finance Ltd. v. Hudson (636)

4. Non est Factum

Saunders v. Anglia Building Society (644)

Marvco Color Research Ltd. v. Harris (646)

5. Rectification of Mistake

Sylvan Lake Golf and Tennis Club Ltd. v. Performance Industries Ltd. (655)
Canada (Attorney General) v. Fairmont Hotels Inc. (665)

6. Frustration

Paradine v. Jane (681)

Taylor v. Caldwell (682)
Davis Contractors Ltd. v. Fareham UDC (687)
Capital Quality Homes Ltd. v. Colwyn Construction Ltd. (692)
Edwinton Commercial Corporation v. Tsavliris Russ (Worldwide Salvage and
Towage) Ltd. The Sea Angel (702)

Self-Induced

Maritime National Fish Ltd. v. Ocean Trawlers Ltd. (709)

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VI. Relief for Weaker Parties to the Contract

1. Duress

Greater Fredericton Airport Authority Inc. v. NAV Canada (728)

2. Undue Influence

Geffen v. Goodman Estate (743)

Royal Bank of Scotland Plc v. Etridge (No.2) (751)

3. Unconscionability

Morrison v. Coast finance Ltd. (* background only)

Marshall v. Can. Permanent Trust Co. (* background only)
Lloyds Bank v. Bundy (* background only)
Harry v. Kreutziger (* background only)
Business Practices and Consumer Protection Act (S.B.C.2004, c.2) ss. 4-10 (*)
Uber Technologies, Inc. v. Heller, 2020 SCC 16 at [53]-[92]; [147]-[175] (* and
761)

VII. Remedies

1. The Basic Interests Protected by Law: Expectation Interest, Reliance Measure,

Restitutionary Response

Ben-Ishai et al. (834)

McCrae v. Commonwealth Disposal Comm. (847)
Bowlay Logging Ltd. v. Domtar (852)
Sunshine Vacation Villas Ltd. v. Governor and Company of Adventurers of
England Trading into Hudson’s Bay (856)
Attorney General v. Blake (860)

2. Special Issues

Quantification

Chaplin v. Hicks (872)

Cost of Completion

Groves v. John Wunder Co. (875)

Nu-West Homes Ltd. v. Thunderbird Petroleums Ltd. (880)

Loss of Enjoyment

Jarvis v Swans Tours (894)

Punitive Damages

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 Whitten v. Pilot Insurance Co. (920)

Penalty Clauses

Shatilla v. Feinstein (971)

Super Save Disposal Ltd v Blazin Auto Ltd. (989)

3. Boundaries to Recovery

Causation and Certainty

Hodgkinson v. Simms (924)

Remoteness

Hadley v. Baxendale (933)

Victoria Laundry (Windsor) Ltd. v. Newman Indust. Ltd. (935)
Scyrup v. Economy Tractor Parts Ltd. (939)
Koufos v. Czarnikow (C) The Heron II (943)

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