Fridman's The Law of Contract in Canada 7th ed

The previous editions of The Law of Contract in Canada have been cited or quoted by judges in more than 100 decisions. This is the first edition written without the contributions from the esteemed Gerald H.L. Fridman. In his memory, the book is now entitled Fridman’s The Law of Contract in Canada.

The law of contract has seen many changes in the 13 years since the previous edition was published and in updating the text, the new authors have sought to live up to Gerald’s goal of providing “an intelligible account of the present-day norms of the law of contract as they are applied in Canada” (Preface to the Third Edition). This edition has been thoroughly updated to state the law as of January 1, 2024. The 7th Edition contains the most current developments in Canadian contract law including:

New chapters:

• Intention to Contract (Chapter 3): including a discussion of Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, 2021 SCC 22: intention to contract in a voluntary religious association.
• Promissory Estoppel (Chapter 5): sections distinguishing estoppel from other doctrines and discussing its future as an independent cause of action in Canada; discussion of Trial Lawyers Association of British Columbia v. Royal & Sun Alliance Insurance Company of Canada, 2021 SCC 47: the requirements of a promissory estoppel.
• Good Faith (Chapter 18): addressing the general organizing principle of good faith performance in contract flowing from Bhasin v. Hrynew (2014 SCC), including treatments of C.M. Callow Inc. v. Zollinger (2020 SCC) and Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District (2021 SCC).

Substantially Rewritten and Updated chapters:

• The Legal Idea of Contract (Chapter 1): New section on the relationship between contract and equitable obligations and expanded treatment of contract theory, including new sections on unitary theories of contract and external justifications of contract law.
• Agreement (Chapter 2): discussion on electronic communication of offer and acceptance under electronic commerce statutes. Century 21 Canada Ltd. Partnership v. Rogers Communications Inc. (2011 BCSC): acceptance by progression on webpage. Girouard v. Druet (2012 NBCA): offer and acceptance communicated by email. RTS Flexible Systems Ltd. v. Molkerei Alois Müller Gmbh & Company KG (U.K. Production) (2010 UKSC): anticipation of formalization.
• Consideration (Chapter 4): substantially revised discussions of request, mutuality, adequacy and sufficiency, past consideration, and source. Significant changes to the section on existing obligation including examinations of: Greater Fredericton Airport Authority Inc. v. NAV Canada, 2008 NBCA 28 and Rosas v. Toca, 2018 BCCA 191: requirement of consideration in contract variations; Krishnamoorthy v. Olympus Canada Inc, 2017 ONCA 873: promise to perform an existing contractual duty owed to a third party; and Holland v. Hostopia Inc, 2015 ONCA 762: promise to not dismiss an employee.
• Privity (Chapter 7): new sections on (1) the arguments for and against privity, (2) bailments, (3) negotiable instruments and irrevocable letters of credit, (4) the principled exception (including its use as a sword and its scope), and (5) the potential development of third party standing as an amelioration of privity. Substantially revised examination of trusts of contractual rights, discussing Hobart International Airport Pty Ltd. v. Clarence City Council, [2022] HCA 5; Korda v. Australian Executor Trustees (SA) Ltd. [2015] HCA 6.
• Misrepresentation (Chapter 10): discussions of Bruno Appliance and Furniture Inc. v. Hryniak (2014 SCC): misrepresentation (deceit); Houle v. Knelsen Sand and Gravel Ltd. (2016 Alta CA): opinion vs fact; Wang v. Shao (2019 BCCA): materiality of misrepresentation.
• Collateral Contracts (Chapter 16): discussions of Innotech Aviation, a division of IMP Group Ltd. v. Skylink Express Inc. (2018 NSCA): intention to create legal relations for collateral contract. TRC Enterprises v. Tobmar Newstands Inc. (c.o.b. Gateway Newstands) (2010 Man CA): certainty of terms.
• Damages (Chapter 22): new sections on actions for an agreed sum, unjust enrichment, transferred third-party losses and disgorgement damages; Updated and expanded discussions of: (1) limitation statutes in light of Grant Thornton LLP v New Brunswick, 2021 SCC 31 and Test Claimants in the Franked Investment Income Group Litigation v HM Revenue & Customs, 2020 UKSC 47; (2) the deduction of benefits from damages in light of IBM Canada Ltd v Waterman, 2013 SCC 70; the doctrines of mitigation and equitable damages in light of Southcott Estates Inc v Toronto Catholic School Board, 2012 SCC 51.

Other Important decisions discussed:

• Jans Estate v Jans (2020 SKCA): repudiation of contract created by a minor.
• Uber Technologies Inc. v. Heller (2020 SCC): unconscionable contracts.
• PS International Canada Corp. (Seaboard Specialty Grains and Foods) v. Palimar Farms Inc, 2017 SKCA 78; Wenkoff v. Wenkoff Estate, 2021 SKCA 5 on conditions precedent.
• Barton v. Morris, [2023] UKSC 3: no claim in unjust enrichment for entire contract.
• Sattva Capital Corp. v. Creston Moly Corp. (2014 SCC) and Teal Cedar Products Ltd. v. British Columbia (2017 SCC): the place of the “factual matrix” in Canadian contractual interpretation.
• Braebury Development Corporation v. Gap (Canada) Inc. 2021 ONSC 6210 (frustration).
• Canada (Attorney General) v. Fairmont Hotels Inc 2016 SCC: clarification of the scope of the equitable remedy of rectification.

About the Authors:
General Editor and Lead Author: Jason W. Neyers, Professor, Faculty of Law, Western University
Co-authors: Gregory Bowley (UNB), Joanna Langille (Western), Carl McArthur (Western), Jennifer Nadler (Osgoode), Stéphane Sérafin (Ottawa), Samuel Beswick (UBC), Mitch McInnes (Alberta), Manish Oza (Western), and Mery Ppasiou (Western)