Canada: Ontario Court Of Appeal Summaries (August 7 – 11, 2017)

Last Updated: August 21 2017
Article by John Polyzogopoulos

Following are the summaries for this week's two civil decisions of the Court of Appeal for Ontario.

In RBC Dominion Securities Inc. v. Crew Gold Corporation, the court applied familiar principles of contractual interpretation in affirming the lower court's decision that had determined that RBC was not entitled to be paid a fee pursuant to an investment banking agreement when it had no involvement in the transaction that was ultimately concluded by its client.

In York University v Markicevic, the Court of Appeal granted security for costs of an appeal even though the appeal was found not to be frivolous, on the basis taht the appellant had been found liable in fraud and had attempted to put his assets beyond the reach of creditors, and had not challenged those findings.

Have a great weekend.

Table of Contents

Civil Decisions

RBC Dominion Securities Inc. v. Crew Gold Corporation, 2017 ONCA 648

York University v. Markicevic, 2017 ONCA 651

For Criminal Decisions, click here.

Civil Decisions

RBC Dominion Securities Inc. v. Crew Gold Corporation, 2017 ONCA 648

[Weiler, van Rensburg and Huscroft JJ.A.]

Counsel:

J. Devereux and M. Bookman, for the appellants

A. Crawley and N. Vandervoort, for the respondent

Keywords: Contracts, Interpretation, Standard of Review, Palpable and Overriding Error, Factual Matrix, Plain Meaning, Commercial Reasonableness, Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, Salah v. Timothy's Coffees of the World Inc., 2010 ONCA 673, Kentucky Fried Chicken v. Scott's Food Services Inc. (1998), 41 B.L.R. (2d) 42 (Ont. C.A.)

Facts:

The appellants, RBC Dominion Securities Inc. and Royal Bank of Canada Europe Limited (together "RBC"), contracted with the respondent, Crew Gold Corporation ("Crew"), to provide investment banking services (the "Agreement"). RBC provided services under the Agreement to assist Crew in developing and implementing "strategic alternatives". The Agreement provided for service fees based on specific work performed by RBC, and for a "Success Fee", payable on completion of a "Transaction", as defined by the Agreement. The agreement defined a "Transaction" as follows:

The Transaction "may involve (i) a sale of all or a substantial portion of the shares, business or assets of the Company to a third party, (ii) an investment by a third party in the Company that results in a change of control of the Company or (iii) an amalgamation, arrangement or other business transaction involving the Company and a third party to effect such sale or disposition".

In the course of the Agreement, Crew, then a public company, was the subject of a takeover by Endeavour Financial Corporation ("Endeavour") and OAO Severstal ("Severstal") via the TSX and Oslo Stock Exchange, an event that was not anticipated by either party. The sole issue between the parties was whether, under the Agreement, RBC was entitled to a Success Fee in respect of any or all of the transactions involved in the takeover, even though it played no part in the transactions. RBC was of the view that Crew owed them the Success Fee, per the terms of the Agreement, and therefore sued Crew for its outstanding Success Fee Invoices.

At trial, RBC argued that the language of the Agreement was sufficiently broad and general so as to permit the claim, even though RBC was not involved in the Endeavour and Severstal purchases of Crew shares. Alternatively, RBC argued that the separate purchases by Endeavour and Severstal amounted to the sale of a "substantial portion of the shares... of the Company to a third party". RBC relied on what it asserted was the expanded definition of Transaction in the definition of "Transaction Proceeds" to argue that these purchases constituted Transactions under the Agreement. RBC also asserted that, unlike the other fees payable under the Agreement, there was nothing to tie the Success Fee to services provided by RBC; and that the payment of the Service Fee depended only on the closing of a Transaction. Finally, RBC relied on the tail provision to argue that it was entitled to a Success Fee so long as a Transaction was concluded within 12 months of the termination of the Agreement, regardless of RBC's contribution.

The trial judge found in favour of Crew. First, he noted there was no ambiguity in the language used in respect of the terms "Transaction" or "Success Fee". He held that, in interpreting the term "Transaction" and determining the intention of the parties at the time the Agreement was drawn, it was too limiting to simply have regard to the preamble and the extended definition found in "Transaction Proceeds", as proposed by RBC, and that regard must be had to the Agreement as a whole.

The trial judge concluded that RBC was not intended to receive a Success Fee unless there was some causal link between its activities and the completed transaction, even though RBC was not required to introduce the successful purchaser to the transaction and even though RBC's involvement was not required to be a material cause of the transaction.

The trial judge then reviewed the factual matrix. He found that the entire thrust of RBC's strategy after the debt restructuring was to maximize shareholder value by creating and rolling out an RBC Alternative, namely a process for the sale of Crew's assets or control shares. RBC's presentations all emphasized some form of an en bloc sale of assets or shares through a process orchestrated by RBC. RBC never spoke of the possibility of a third party purchase through stock exchanges. Further, it was "not on anyone's radar" that any one of the RBC Alternatives would include a purchase of control through the acquisition of sufficient shares on the Oslo Stock Exchange, or that any purchaser would acquire a significant interest in Crew without a due diligence inquiry, which would have involved RBC.

RBC appealed.

Issues:

(1) Did the trial judge make extricable errors of law in his interpretation of the Agreement?

Holding: Appeal dismissed.

Reasoning:

(1) No. RBC advanced three separate arguments, which the Court of Appeal addressed in turn. In doing so, the court applied the deferential standard of review of "palpable and overriding error", which is the standard applicable to issues of contractual interpretation involving issues of mixed fact and law (Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633). Furthermore, the court is to interpret a contract as a whole and in a way that gives meaning to all of its terms (Salah v. Timothy's Coffees of the World Inc., 2010 ONCA 673).

i) The trial judge failed to consider the plain words of the Agreement in the context of the Contract as a whole

The Court held that RBC was essentially advancing the same arguments on this issue that it had a trial, and that the trial judge's interpretation of these arguments was reasonable and in accordance with the accepted principles of contractual interpretation. Indeed, the Court noted that RBC's approach to interpreting the contract was too narrow, and that had the trial judge adopted RBC's approach, that would have constituted an extricable error of law. Similarly, the Court rejected RBC's argument that the trial judge ignored certain of the Agreement's provisions and certain case law.

ii) The trial judge improperly relied on the parties' subjective intentions and failed to consider the objective surrounding circumstances

The Court rejected RBC's argument that the trial judge relied on any evidence of the parties' subjective intentions in interpreting the Agreement. In the Court's view, the passages RBC relied on (which appeared to be every occasion where the trial judge used the words "intention" or "intended") provided no support for this argument.

The Court put it quite bluntly that there was simply no merit to this ground of appeal. The trial judge did not make findings as to the parties' subjective intentions in entering the Agreement, nor did he allow evidence of subjective intention to oust the plain words of the Agreement.

iii) The trial judge failed to consider the commercial reasonableness of the interpretation of the Agreement advanced by RBC

RBC argued that the trial judge adopted an interpretation of the Agreement that was not "in accordance with sound commercial principles and good business sense", insofar as he failed to recognize the business reasons for allocating risk in contracts by providing for payment based on the occurrence of an event rather than services rendered.

The Court repeated its caution in Kentucky Fried Chicken v. Scott's Food Services Inc. (1998), 41 B.L.R. (2d) 42 (Ont. C.A.) that the construction of contracts in accordance with sound commercial principles and good business sense must be performed objectively, rather than from the perspective of the contracting parties.

Notwithstanding that the trial judge did not analyze the parties' arguments with respect to RBC's expert evidence under a separate heading, the Court held that this did not mean that he ignored the commercial realities in interpreting the Agreement. Considerations of commercial reasonableness permeated his reasons. The trial judge made a specific finding on the evidence that was available that the parties anticipated a sale process. The expectation was that RBC would have provided services in connection to the process culminating in the closing of a Transaction to warrant payment of a Success Fee.

The Court therefore held that the trial judge's interpretation was not commercially unreasonable and made commercial sense.

York University v. Markicevic, 2017 ONCA 651

[Epstein J.A. (In Chambers)]

Counsel:

W. C. McDowell and B. Kolenda, for the moving party

D. Zacks and J. Spotswood, for the responding party

Keywords: Civil Procedure, Appeals, Security for Costs, Fraud, Rules of Civil Procedure Rules 61.06(1)(a) to (c), 56.01

Facts:

After a lengthy trial, Michael Markicevic ("Markicevic") was found to have defrauded York University ("York") and was ordered to pay over $1.8 million in damages plus $1.37 million in costs. He was also found to have made fraudulent conveyances to his partner and daughter of certain property he owned. At the material time, Mr. Markicevic was the Assistant Vice-President of York's Campus Services and Building Operations.

He appealed on two grounds: one concerning the implications of a mutual release signed by all parties, and the other concerning whether York's claims against him were statute-barred. York subsequently moved for security for costs of this appeal.

Issues:

(1) Should the court exercise its discretion to order security for costs?

Holding: Motion granted.

Reasoning:

(1) Yes. Epstein J.A. noted that according to Rule 61.06(1)(a) of the Rules, the court has the discretion to order security for costs where the appeal is frivolous and vexatious, and the appellant has insufficient assets in Ontario to pay the costs of the appeal. Applying the jurisprudence of Rule 56.01 (regarding security for costs at trial) by analogy, Epstein J.A. held that a finding that the responding party fits within the relevant provision of Rule 61.06 is not dispositive; rather, it triggers an inquiry into whether an order for security for costs would be just in the circumstances.

With respect to the facts of this case, Epstein J.A. was of the review that although Markicevic faced an "uphill battle" with respect to this appeal, his arguments with respect to the limitation period and the release were not without merit. Accordingly, she found that his appeal was neither frivolous nor vexatious. Similarly, the record made it clear that Markicevic was effectively without assets; notwithstanding that he had an interest in two separate properties, the numerous charges on and court orders in relation to them were such that Markicevic was unable to access the equity in those homes.

Turning to Rule 61.06(1)(c), Epstein J.A. noted that the rule also afforded her the discretion to order security for costs for "other good reason". Canvassing the jurisprudence, Epstein J.A. noted that fraud has repeatedly been found to constitute "other good reason" and that notwithstanding Markicevic's impecuniosity – along with the fact that an order for security for costs would potentially impair his ability to pursue his appeal – there were good reasons to order security for costs here.

In Epstein J.A.'s view, the fact that Markicevic did not challenge the finding of fraud, including a finding that he had attempted to put his assets beyond the reach of creditors, and other related findings favoured ordering security for costs. The fraud related to the purpose for ordering security, and permeated the entire analysis under r. 61.06(1), insofar as it was this same fraud that had largely contributed to his becoming impecunious. Epstein J.A. concluded by noting that although there were several factors militating in Markcevic's favour (as outlined above), the unique circumstances of this case provided a compelling reason to make an order for security for costs.

Criminal Decisions

R v. Mallozzi, 2017 ONCA 644

[Feldman, Pardu and Benotto JJ.A.]

Counsel:

J. Presser and J. Marshman, for the appellant

B. Puddington, for the respondent

Keywords: Criminal Law, Production of Marijuana, Right to Trial, Unreasonable Delay, Mistrial, Defence Delay, Stay of Proceedings, s.11(b) of the Canadian Charter of Rights and Freedoms, R. v. Jordan, 2016 SCC 27, R v. Cody, 2017 SCC 31, R. v. Morin, [1992] 1 S.C.R. 771, R. v. Coulter, 2016 ONCA 704, R v. Gordon, 2017 ONCA 436

R v. A.N. (Publication Ban), 2017 ONCA 647

[Hoy A.C.J.O., Simmons and Brown JJ.A.]

Counsel:

C. Mainville, appearing as duty counsel

A.N., acting in person

T. Kozlowski, for the respondent

Key Words: Criminal Law, Sexual Assault, Indecent Assault, Evidence, Credibility, R. v. J.J.R.D. (2006), 215 C.C.C. (3d) 252 (CA), R. v. Kienapple, [1975] 1 S.C.R. 729

R v. Lavergne (Publication Ban), 2017 ONCA 642

[Laskin, Simmons and Pardu JJ.A.]

Counsel:

A. Weisberg, for the appellant

C. Harper, for the respondent

Key Words: Criminal Law, Sexual Assault, Plea Bargain, Ineffective Assistance of Counsel, Sentencing, R. v. G.(D.M.), 2011 ONCA 343

R .v. Nicholas (Publication Ban), 2017 ONCA 646

[Gillese, Huscroft and Trotter JJ.A.]

Counsel:

D.J. Brodsky, for the appellant

J. Speyer, for the respondent

Key Words: Criminal Law, Break & Enter, Sexual Assault, Unreasonable Search and Seizure, Right to Counsel, Unlawful Detention, Canadian Charter of Rights and Freedoms, ss. 8 and 10(b)

R. v. Orlandis-Habsburgo, 2017 ONCA 649

[Doherty, Pepall and van Rensburg JJ.A.]

Counsel:

P. Lewin and J. Lloyd, for the appellants

B. Reitz, for the respondent

D. Guttman and M. Flanagan, for the intervener, Attorney General of Ontario

Key Words: Criminal Law, Production of Marijuana, Possession for the Purposes of Trafficking in Marijuana, Possession of the Proceeds of Crime, Search Warrants, Unreasonable Search and Seizure, Reasonable Expectiation of Privacy, Canadian Charter of Rights and Freedoms, ss. 8 and 24(2), R. v. Gomboc, 2010 SCC 55, [2010] 3 S.C.R. 211

R. v. Robinson, 2017 ONCA 645

[Doherty, MacFarland and Paciocco JJ.A.]

Counsel:

J. Lockyer and J. Gemmell, for the appellant

C. Bartlett-Hughes, for the respondent

Key Words: Criminal Law, First-Degree Murder, Mens Rea, Juries, Instructions, Reasonableness of Verdict, , Evidence, Subsequent Conduct

Keywords: Criminal Law, Production of Marijuana, Right to Trial, Unreasonable Delay, Mistrial, Defence Delay, Stay of Proceedings, s.11(b) of the Canadian Charter of Rights and Freedoms, R. v. Jordan, 2016 SCC 27, R v. Cody, 2017 SCC 31, R. v. Morin, [1992] 1 S.C.R. 771, R. v. Coulter, 2016 ONCA 704, R v. Gordon, 2017 ONCA 436

R. v. Riley, 2017 ONCA 650

[LaForme, Watt and Trotter JJ.A.]

Counsel:

J. Wilkinson and M. Salama, for the appellant, Phillip Atkins

J. Lockyer and A. Ostroff, for the appellant, Jason Wisdom

J. Presser and N. Yanful, for the appellant, Tyshan Riley

R. Hubbard, K. Papadopoulos and H. Freeman, for the respondent

Keywords: Criminal Law, First Degree Murder, Unreasonable Search and Seizure, Canadian Charter of Rights and Freedoms, s. 8 and s. 24(2), Jury Selection, Challenge for Cause, Criminal Code of Canada, s. 640(2.1) and (2.2), Evidence, Bad Character, Joinder, Canada Evidence Act, R.S.C., 1985, c. C-5, s. 9(1), R. v. Vectrovec, [1982] 1 S.C.R. 811, R. v. Khela, 2009 SCC 4, R. v. Grant, 2009 SCC 32, R. v. Sherrat, [1991] 1 S.C.R. 590, R. v. Find, 2001 SCC 32, R. v. Litchfield, [1993] 4 S.C.R. 333, R. v. Last, 2009 SCC 45, R. v. Rojas, 2008 SCC 56, R. v. Daley, 2007 SCC 53, R. v. Goldhart, [1996] 2 S.C.R. 463, R. v. Perciballi (2001), 54 O.R. (3d) 346 (C.A.) R. v. Noureddine, 2015 ONCA 770, R. v. Husbands, 2017 ONCA 607, R v. Grant, 2016 ONCA 639, R. v. Murray, 2017 ONCA 393, R. v. V. (W.), 2017 ONCA 546, R. v. Brown (2002), 166 C.C.C. (3d) 570 (Ont. C.A.), R. v. Betker (1997), 115 C.C.C. (3d) 421 (Ont. C.A.), R. v. Moore-McFarlane (2001), 160 C.C.C. (3d) 493 (Ont. C.A.), R. v. Hubbert (1975), 29 C.C.C. (2d) 279 (Ont. C.A.), R. v. Gayle (2001), 154 C.C.C. (3d) 221 (Ont. C.A.), R. v. Rose (1997), 100 O.A.C. 67 (Ont. C.A.), R. v. Roks (2011), 274 C.C.C. (3d) 1 (Ont. C.A.), R. v. White, 2014 ONCA 64, R. v. James (2006), 84 OR (3d) 227 (C.A.), R. v. Kostyk, 2014 ONCA 447, R. v. Bradey, 2015 ONCA 73, R. v. Zebedee (2006), 81 O.R. (3d) 583 (C.A.), R. v. Rowe, 2011 ONCA 753, R. v. Murray, 2017 ONCA 393, R. v. Tran, 2010 ONCA 471, R. v. Gelle, 2009 ONCA 262, R. v. Figueroa, 2016 ONCA 645, R. v. Largie, 2010 ONCA 548, Trustcott (Re), 2007 ONCA 575

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
Events from this Firm
8 Nov 2018, Conference, Toronto, Canada

This year’s program is entitled “An Analysis of Fidelity Claims for the Modern World.” The program will address important substantive and practical issues germane to today’s fidelity claims handling.

Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
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