The world of the contract lawyer should never be immune
from the press for efficiency; the reliable, predictable and
confidently reproducible contract in standard form is the one-size
solution to fit most client needs. After all, there is no
need to re-invent the wheel when it rolls smoothly ... just be
certain that you are working with the standard form, and not the
We generally recommend that our clients employ standard
forms of agreement, either bespoke documents crafted for their
specific needs or industry-generated documents that are recognized
to be balanced in their obligations and used widely enough to be
consistently interpreted. That said, we are frequently
engaged to tailor even these off-the-rack terms and conditions,
normally to better fit the work but sometimes just to suit the
client. The impact can be negligible or can turn the
agreement on its head. In either case, recognizing what has
changed is critical.
Whether invited or not, exceptions and requested
deviations from proposed contracts normally accompany RFP
submissions but, often as not, the amendments may be front-end
loaded in the RFP itself and not apparent at first glance.
Popular contract options like those produced by the Canadian
Construction Documents Committee ("CCDC") are obvious in
their use of a fixed-form (look for the appropriate copyright seal)
and provide clear warning that alterations, additions or
modifications are in the Supplementary Conditions. The
Supplementary Conditions then refine or re-write the terms and
conditions of the agreement. Other iterations may be less
obvious. For example, the standard form that we have crafted
for one multinational has evolved to vary significantly from its
original form of just a couple of years ago. While not
identical, the versions are easily mistaken for each other –
the devil is in the details when changes are intended to be
seamless. As a result, those courting business in 2016 face a
significantly different set of expectations and obligations than
when they were vying for the same work in 2012. Especially if there
is a perceived opportunity to negotiate, the challenge of avoiding
a burden that has been committed by contract is
In all cases, there is no substitution for reviewing the
documents. Technology can assist as familiar software often
includes functions to compare documents and highlight
deviations. This is especially useful in maintaining focus
and avoiding unintended modifications when negotiating lengthy
documents, but it is only viable if you are sufficiently familiar
with the entire document to appreciate the nuances that the changes
spawn. Contracts are intended to operate as comprehensive
documents; each clause is interpreted in the context of the
contract as a whole. Modification of one term can have
unintended implications in that even if it does not directly
contradict, it can modify another clause so that both have
Given the presumption that parties intended what their
contract says, knowing what it is that you are committing to, and
whether or not you are amending it, obliges you to understand the
documents. If they do not reflect your intended agreement,
you need to speak up before signing. If they do not make
sense, you need to take steps to have them clarified, either
through explanation or amendment. Starting from a standard
form should give you a leg-up but, when all is said and done, your
agreement has to be your own.
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.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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