Canada: Court Of Appeal Summaries (October 27 To 31, 2014)

Last Updated: November 6 2014
Article by John Polyzogopoulos

Ariston Realty Corp v Elcarim Inc, 2014 ONCA 737

[Juriansz, LaForme and Lauwers JJ.A.]

Counsel:
D.A. Taub and E. Gersh, for the appellants/respondents by way of cross-appeal
B.B. Skolnik, for the respondent/appellants by way of cross-appeal

Keywords:

Contract Law, Real Estate, Contract Interpretation, Listing Agreement, Holdover Clause, Commission, Quantum Meruit, Director and Officer Liability

Facts:

The appellants and respondents by cross-appeal were two real estate investment firms ("Elcarim") and their sole officer and director ("Mascall"). The respondents and cross-appellants were a real estate brokerage firm ("Ariston") and a commercial real estate broker and principal at the firm ("Natale").

Elcarim and Ariston entered into a listing agreement for the sale of a property owned by Elcarim. The agreement provided the following holdover clause:

"I agree to pay you a commission of 5% of the sale price of my property on completion of any sale ... effected during the currency of this agreement from any source whatsoever, or on any sale ... effected within six months after the expiry of this agreement with any party to whom you or your representatives or co-operating brokers have introduced my said property during the term of this agreement, provided you have notified me in writing prior to the expiry of this agreement of the name of such party you or your representatives or co-operating brokers have introduced to the property...."[Emphasis added.]

Ariston introduced Context Development Inc. ("Context") to Mascall, but did not provide written notification that it had introduced Context to the property. Three and a half months after the listing agreement expired, Context signed an agreement of purchase and sale of the property. Ariston submitted an invoice to Elcarim for commission on the sale. Elcarim did not pay and Ariston commenced an action for payment.

The trial judge found that Natale and Context's broker ("Struys") had introduced Context to Mascall for the purpose of discussing the property during the term of the listing agreement. The trial judge held that Ariston's failure to provide written notice of Context's introduction to Mascall was of no significance. She held Elcarim and Mascall personally, liable for the unpaid commission, together with interest.

Holding:

Appeal allowed. Cross-appeal allowed, in part.

Issues:

(1) Did Ariston introduce Context to the property, as required to claim commission under the terms of the listing agreement?

(2) If yes, is Ariston's failure to provide Elcarim with written notice of the introduction a bar to its claim for commission under the listing agreement?

(3) If yes, is Ariston instead entitled to compensation from Elcarim on the basis of quantum meruit?

(4) Is Mascall personally liable for any compensation owed by Elcarim to Ariston?

Reasoning:

(1) Given Ariston's failure to provide written notice of the alleged introduction, discussed below, Juriansz J.A. felt he did not need to determine whether the introduction requirement was satisfied.

(2) Contracts are to be interpreted in accordance with the intentions of the parties, as evidenced by the words used, and in light of the underlying context of the agreement. The trial judge misinterpreted the holdover clause to require that Elcarim was aware Ariston introduced Context to the property, regardless of whether written notice of the introduction was provided. In doing so, she effectively replaced the requirement of written notice with a requirement of actual notice. Such an interpretation did not accord with sound commercial principles and good business sense. The requirement of written notice, rather than actual notice, is intended to promote commercial certainty and to reduce the potential for litigation. The provision of written notice was a condition precedent to Ariston's entitlement to commission on a sale executed after the expiry of the listing agreement.

(3) Ariston could not claim its commission on the basis of quantum meruit for services provided pursuant to the listing agreement during the term of the agreement. Such services were governed by the agreement. The existence of the agreement was a juristic reason for refusing Ariston's claim for its commission on the basis of quantum meruit. However, Ariston could claim reasonable compensation for the services provided after the expiry of the listing agreement. The trial judge found that Natale continued to assist Elcarim after the expiry of the listing agreement. Elcarim accepted these services with full knowledge that the listing agreement had expired and that Natale expected to be paid for its efforts to close the deal with Context. Juriansz J.A. valued the services provided by Natale after the listing agreement expired at $20,000.

(4) The trial judge erred in ruling that Mascall was personally liable for payment of the commission. There was no basis for doing so. While Mascall was no doubt the directing mind of Elcarim, the evidence fell far short of establishing that she had acted in pursuit of some interest separate from that of the corporations, as required for her to be found personally liable.

Tags:

Real Estate, Contract Interpretation, Listing Agreement, Holdover Clause, Commission, Quantum Meruit, Director and Officer Liability
Legg v. Simcoe Muskoka Catholic District School Board, 2014 ONCA 745

[Cronk, MacFarland and LaForme JJ.A.]

Counsel:
M. Sclisizzi and H. K. Pessione, for the appellant
S. J. Moreau and L. Sheffield, for the respondent

Keywords: Employment Law, Employment Agreement, Indemnity Clause, Contract Interpretation, Meaning of "Proceeding", Workplace Investigation

Facts:

The respondent was the Director of Communications and Public Affairs at the appellant School Board. In response to complaints that the respondent's expense claims were fraudulent, the School Board suspended the respondent from her position pending the results of an investigation.

The respondent sought payment of her ongoing legal fees from the School Board pursuant to the "Indemnity for Errors and Omissions" provision in her employment contract.

The School Board unsuccessfully argued that the respondent was not entitled to indemnity because the indemnity clause did not apply to workplace investigations, or alternatively, the exception to the indemnity clause was engaged in this case.

Issues:

(1) Did the application judge err in determining that a workplace investigation is a "proceeding" within the meaning of the indemnity clause?

(2) Did the application judge err in determining that the exception to the indemnity clause did not apply?

Holding:

Appeal dismissed.

Reasoning:

(1) No. There is case law that suggests that a "proceeding" is not restricted to encompass only legal actions or regulatory proceedings. If the School Board wished to restrict the application of the indemnity clause, it ought to have done so in more precise language.

(2) No. In order to invoke the exclusion for dishonest conduct, the School Board would need to raise a prima facie case against the respondent, and the evidence led by the School Board on this issue was inadmissible. The applications judge did not err in refusing to conduct an inquiry into the merits of this allegation. Pursuant to the employment contract, the appropriate forum in which to determine the merits of this allegation was before an arbitrator.

Tags:

Employment Law, Employment Agreement, Indemnity Clause, Contract Interpretation, Meaning of "Proceeding", Workplace Investigation

Toronto Standard Condominium Corporation No. 2095 v. West Harbour City (I) Residences Corp., 2014 ONCA 738

[Laskin, Rouleau and Epstein JJ.A.]

Counsel:
T. McRae and J.D. Vellis, for the appellant

R.P. Hoffman, H. Herskowitz and S. Adamski, for the respondent

Keywords

Costs

Facts

This was an appeal from the judgment of Justice David L. Corbett of the Superior Court of Justice dated September 23, 2013, with reasons reported at 2013 ONSC 5987.

Holding:

Costs endorsed.

Reasoning:

By agreement of the parties, costs were awarded to the respondent in the amount of $15,000.00 inclusive of disbursements and applicable taxes.

Tags:

Costs

Lester v. Bond, 2014 ONCA 749

[MacFarland, LaForme and Lauwers JJ.A.]

Counsel:
R. Lester, acting in person
E.V. Woudenberg, for the respondent

Keywords

Real Property, Encroachment, Retaining Wall, Dominant tenement

Facts

The application judge found that the retaining wall (which was the subject of the appellants' claim) encroached at most 0.74 metres and at its least 0.64 metres, into the right of way. The application judge held that the 1998 retaining wall, which replaced and continued an earlier wall in the same location, part of which was built by the City on its property, did not create a substantial obstruction to the appellants' rights pursuant to the 1916 grant. The real problem, the application judge found, was created by the "pinch point" at the north end of the right of way on City property.

Holding:

Appeal dismissed.

Reasoning:

The application judge's findings were well-supported by the evidence and are owed deference. The Court agreed with the application judge's reliance on Devaney v. McNab (1921), 69 D.L.R. 23 (Ont. C.A.) where it was held that the factual basis must be assessed when examining whether or not there has been a substantial interference with the dominant tenement holders' rights.

Tags:

Real Property, Encroachment, Retaining Wall, Dominant Tenement

Leggat v Jennings, 2014 ONCA 754

[Feldman, Juriansz, and Rouleau JJ.A]

Counsel:
S.F. Laubman and L. Epstein, acting in person
N.S. Rabinovitch and K. McCulloch, for the respondents

Keywords:

Corporate Law, Oppression Remedy, Sale Process Order, Parties, Tax

Facts:

A sale process was ordered for a car dealership as part of an oppression remedy claim. The court accepted the respondent's position that for sale purposes the two corporations being sold could no longer be parties to the litigation. Both parties stated in affidavits that their intent in agreeing to a sale process was that it would not affect or prejudice anyone in the litigation. The appellant appealed, arguing that there were tax reasons why any damages for oppression should be paid to and flow through the corporation and not directly to the plaintiffs.

Issues:

(1) Did the motions judge err in removing the corporations as parties to the main action for the purposes of the sale?

Holding:

Appeal dismissed.

Reasoning:

(1) No. It was clearly the intent of both parties and the motions judge that there be no effective prejudice as a result of the sale process order. The practical effect of the tax consequences could be achieved by expert calculation without actually flowing the payment of damages through a party corporation.

Tags:

Corporate Law, Oppression Remedy, Sale Process Order, Parties, Tax

Susin v. Susin, 2014 ONCA 733

[Hoy A.C.J.O., Feldman and Blair JJ.A.]

Counsel:
R. Klotz, for the appellant
M.A. Hoy, for the respondent

Keywords:

Law of Estates, Estate Litigation, Civil Contempt, Fines, Passing of Accounts, Proper Venue, Personal Service, Rules of Civil Procedure , Rules 2.03, 60.11

Facts

Dorino Susin ("Dorino") appeals from the motion judge's order declaring him in contempt and dismissing his motion for a passing of accounts in his father's estate to take place in Brampton. This case involves an ongoing and bitter estate dispute between two sets of siblings, with one side represented by Dorino and the other by Fermino Susin ("Fermino"). The motion judge, Ramsay J., ordered that a passing of accounts was not appropriate given the current stage in the estate litigation, and also sided with seven previous court orders that Welland, Ontario was the appropriate jurisdiction for the passing of accounts. Ramsay J. also declared Dorino in contempt of court and included four orders as part of this declaration: (a) that he be committed to prison for three days; (b) that he pay a fine to the estate in the amount of $10,000; (c) that he be prohibited from taking any further steps in this proceeding or in any proceedings to which Fermino or Habibur Rahman ("Rahman") are parties, except for an appeal from the present order; and (d) that he pay costs of the motions to the estate on a full indemnity basis.

Issues:

(1) Should the motion judge's order refusing to pass accounts at this time be overruled?

(2) Is the finding that Dorino is in contempt of court supported in the record?

(3) Should the contempt order be set aside because Dorino was not personally served with the contempt cross-motion?

(4)(a) Did the motion judge err in imposing a fine of $10,000 payable to the estate as opposed to the province of Ontario?

(4)(b) Should the motion judge's order imposing a $10,000 fine against Dorino be set aside?

(5) Is the motion judge's order prohibiting Dorino from taking any further steps in the proceeding or in any proceedings to which Fermino or Rahman are parties (except for an appeal from his order) too broad?

Holding:

The appeal was allowed in part and neither party was awarded costs of the appeal.

Reasoning

(1) No. The motion judge's exercise of discretion in refusing to order the passing of accounts should not be interfered with, as he had two reasonable bases for this order. First, the trustees could not pass the final accounts at that stage because there are still significant debts owing to the estate, and the estate also continued to incur legal costs given the ongoing legal battles between the parties. Second, it had been repeatedly held by several different Superior Court judges that Welland was the appropriate venue for dealing with matters relating to the estate. Therefore, Dorino's motion to have a passing of accounts held in Brampton was inappropriate and had already been litigated repeatedly.

(2) Yes. Even if Dorino's conduct cannot be characterized as a breach of a court order, the motion judge was correct in resorting to the common law power to commit him for contempt in the circumstances. Specifically, Dorino's conduct constituted an act done that was intended to, or was likely to, interfere with or obstruct the fair administration of justice. In the circumstances of this case, Dorino already knew based on three previous court orders that Welland was the appropriate venue for the passing of accounts, but he still brought another motion to conduct a passing of accounts in Brampton. Furthermore, his actions were vindictive as he intended to harass the opposing beneficiaries represented by Fermino, and he did so even though he was already warned in open court that he could face imprisonment if he brought another motion on this issue.

(3) No. Even though the respondents failed to serve Dorino personally with their motion materials in accordance with the Rules of Civil Procedure, the purpose of personal service has been met in this case and there has been no substantial wrong or miscarriage of justice. Specifically, Dorino had full knowledge of the cross-motion brought by the respondents to hold him in contempt of court, as he filed an affidavit in response to Fermino's affidavit on this issue. Furthermore, he personally attended the motion and had an opportunity to address the contempt motion, but failed to make any submissions. In sum, the proceedings leading up to the contempt finding, including a warning in open court that he risked imprisonment if he brought another motion to pass accounts, afforded Dorino adequate procedural fairness and did not deprive him of a fair hearing.

(4)(a) Yes. The case of SNC-Lavalin Profac Inc. v. Sankar, 2009 ONCA 97, demonstrates that a fine imposed for civil contempt of court ought not to be payable to a party in the action but, rather, to the Provincial Treasurer.

(4)(b) Yes. A fine was not necessary in this case to meet the goals of deterrence and the need to stress the importance of respect for the court's process. The sentence of three days' imprisonment was more than sufficient to ensure that Dorino respects the court's process, and a fine acted as a double sanction and was unnecessary.

(5) Yes. The scope of the motion judge's order goes beyond what is reasonably necessary and constitutes an error in principle. The order constitutes an absolute prohibition on Dorino's ability to have any further involvement in this estate proceeding, which is too broad, and should be amended to allow him involvement if the court grants him leave.

Tags:

Law of Estates, Estate Litigation, Civil Contempt, Fines, Passing of Accounts, Proper Venue, Personal Service, Rules of Civil Procedure , Rules 2.03, 60.11

Coady v Barrie, 2014 ONCA 751

[Juriansz, Rouleau and van Rensburg JJ.A.]

Counsel:
M. Coady, acting in person
J.J. Cardill, for the respondents

Keywords:

Law of Estates, Estate Trustee

Facts:

This was an appeal from the judgment of Justice Brian W. Abrams of the Superior Court of Justice dated February 6, 2014.

Holding:

Appeal allowed in part.

Reasoning:

The parties agreed the appeal should be allowed in part. Neither the motion judge's finding that there was no bequest to the appellant of any interest in the cottage, nor his dismissal of the appellant's claim for damages should be dismissed. The motion judge erred in leaving the estate in limbo. Upon noting the respondents were prepared to renounce being trustees of the estate, the motion judge should have made an order removing them and appointing the appellant. The Court could not make an order as to the appellant's entitlement to the farm property as it did not know all the circumstances. The respondents were ordered to pass accounts and to cooperate in transferring responsibility for the estate to the appellant.

Costs of the motion of $12,500 were awarded to the respondent. No costs were awarded on the appeal.

Tags:

Law of Estates, Estate Trustee

Hoffman v. Subject (Subject Woodwork & Trim), 2014 ONCA 750

[Juriansz, Rouleau and van Rensburg JJ.A.]

Counsel:
J.K. Postnikoff, for the appellant
R. Subject, acting in person

Keywords:

Contract Law, Breach of Contract, Home Renovations, Proof of Damages, Monetary Jurisdiction of the Court of Appeal, Courts of Justice Act, ss. 19(1.2)(a)

Facts (Note: As this appeal was quashed for lack of jurisdiction, the underlying facts and issues were derived from the lower court decision):
The plaintiff wanted to renovate her kitchen. She had heard good things from a co-worker about the defendant's work, and the two of them met. They cobbled together a series of contracts over the course of the project. These contracts are unclear and reflected, to limited degrees, changes in the scope of the work as the project evolved. Adding to the confusion were a number of unwritten agreements that involved some of the work being undertaken by the plaintiff and other sub-contractors. Both sides acknowledged that the written agreements did not contain all of the items at issue.

The plaintiff's complaints were numerous. They were:

1) the floor being 'out of level';

2) related and separate problems with the kitchen cabinets;

3) a lack of structural support in the roof/ceiling; and

4) ventilation and barrier issues in the ceiling.

The lower court found that in the absence of being able to rescind the contract, the plaintiff would be held to the strict proof of her damages. A plaintiff is not entitled to a judgment for the payment of money unless he or she has proven all of the three following elements:

1) liability (in contract, or tort, or both);

2) the existence of damages;

3) the cost of repairing or undoing those damages (quantum).

The plaintiff in this case, with one exception, had only proven the first two elements of her claim with regard to some of the supplies and work agreed upon. Those two elements, without the third, were inadequate to entitle her to a judgment requiring the defendant to pay her money. It is inadequate to simply say that she was quoted "approximately $56,000.00" to rectify the deficiencies. The plaintiff did not put into evidence that estimate or those estimates leading to that number, nor did she call the the trades who had provided those estimates. She did not break the figure down into its materials and services components, nor indicate whether any of the originally supplied materials were to be reused or, if not, why not.

Issue(s):

Did the Superior Court Judge err in not awarding the plaintiff damages given the lack of evidence in support?

Held:

Appeal is quashed.

Reasoning:

Subsection 19(1.2)(a) of the Courts of Justice Act applies ($50,000 floor for appeals to be eligible to go to the Court of Appeal) and this court is without jurisdiction.

Tags:

Contract Law, Breach of Contract, Home Renovations, Proof of Damages, Monetary Jurisdiction of the Court of Appeal, Courts of Justice Act, ss. 19(1.2)(a)

Mikitchook v. John, 2014 ONCA 729

[Laskin, Gillese and Pardu JJ.A.]

Counsel:
No one appearing for the appellant
No one appearing for the respondent

Keywords:

Costs, Leave to Appeal, Non-Attendance

Facts:

This matter is an appeal from the order of Justice John R. Sproat of the Superior Court of Justice dated March 14, 2014.

Holding:

Leave to appeal costs is refused.

Reasoning:

Neither party appeared. There is no basis to interfere with the costs award.

Tags:

Costs, Leave to Appeal, Non-Attendance

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
John Polyzogopoulos
 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions