Mar. 16, 2026 - Professionals & Contract Law / Elements

What is a Professional?

Skills draw on a underlying developing body of theory affecting the practice of someone’s profession. Offer services through a system of licensing administered by the government. Clients will pay for and rely on their certain skills.

• Occupation governed by a delegate body established by statute and the delegate body is governed largely by members of that occupation, that is elected by that occupation (Statute that creates a delegate body is created).

  • Governed by a self-regulating society and created by a statute.

• Examples include accountant, lawyers, doctors, engineer, dentist, architect.

Five Basis of Liabilities for Professionals

(C-P-C-FD-T-R)

1. Criminal liability

2. Professional liability

3. Contractual liability

4. Fiduciary Duty liability

5. Tort liability: Intentional torts and negligence.

6. Regulations: Standards that are imposed upon the professional body or society (e.g. Law Society of Manitoba).

Criminal Liability

Five Basis of Liabilities for Professionals

• Professionals can be criminally charged for illegal acts (e.g., theft).

• Criminal courts handle the offence, and the professional body may discipline them separately.

Professional liability

Five Basis of Liabilities for Professionals

• Occurs when a professional breaches their professional code of conduct.

• Can lead to disciplinary action by the professional regulatory body.

Contractual Liability

Five Basis of Liabilities for Professionals

• Professionals have an explicit or implied contract to provide services with due care.

• Breach of contract by a professional can lead to damages.

• Contract claims may be used when tort limitation periods expire (e.g., tort ~2 years vs contract ~6 years).

Fiduciary Duty Liability

Five Basis of Liabilities for Professionals

Applies when a professional is in a position of trust, and has a duty to act within the best interests of their client.

Duties include:

• Acting with care and skill.

• Acting in good faith (bona fide).

Professional Tort Liability (Two Types IN)

Five Basis of Liabilities for Professionals

Includes intentional torts and negligence. Negligence claims are most common due to:

• Increasing complexity of professional work.

• Economic pressure and heavier workloads can lead to a greater chance of error. Greater competition for the same income.

• More informed and litigious clients, becoming more demanding.

• Professional liability insurance encouraging lawsuits.

  • Because professionals are insured and the law has broadened, more lawsuits happen and more professionals are held liable for errors. More easily found at fault for mistakes now, then in the past.

• Expansion of tort law principles applying to professionals.

Intentional & Negligent Torts

Intentional Torts: The wrongdoer intentionally does something that causes harm to another person or their property. The person meant to do the act, even if they didn’t not mean for the intended harm outcome.

Examples:

• Assault: Threatening or attempting to harm someone.

• Battery: Physically hitting someone.

• Trespass: Entering someone’s property on purpose.

• False imprisonment: Intentionally restricting someone’s freedom.

Negligent Torts: The wrongdoer doesn’t intend to cause harm, but fails to act with reasonable care, and this causes harm. The person is careless or careless enough to break a duty of care.

• Examples:

  • Car accidents due to speeding or not paying attention.

  • A shop owner failing to clean a spill, causing a customer to slip.

  • Medical mistakes from carelessness.

Liability Adherence to Public Governing Bodies

Five Basis of Liabilities for Professionals

Professionals (like lawyers, doctors, accountants) must follow the standards set by their professional organization. These organizations create rules about how professionals should behave and perform their work. If a professional fails to meet those standards, the professional body can discipline them.

• Examples of discipline include warnings or fines, suspension, losing their professional license to practice.

• Professionals are responsible for meeting the standards set by their profession, and their professional body can punish them if they don’t.

Key Legal Case Developments for Professionals

Donoghue v Stevenson (1932): A woman got sick after drinking ginger beer that had a snail in it. She sued the manufacturer. This case created the “neighbour principle” that you must take reasonable care to avoid acts that could harm people who are closely affected by your actions.

• Professionals owe a duty of care to their clients.

Hedley Byrne v Heller (1964): A company asked a bank about another company’s financial health. The bank gave inaccurate information, and the first company lost money because of it. The court said that if someone gives advice or information, and you rely on it, the person giving the advice can be legally responsible for financial losses if they were careless.

• This is called “pure economic loss” losing money without any physical damage happening.

• Professionals owe a duty to be careful with the information and advice they give. If their negligent advice causes

Ross v Counters: A lawyer gave advice to a client that was negligent, and the client suffered a loss because of it. The court confirmed that lawyers in Canada have a duty of care to their clients, just like other professionals.

• If a lawyer is careless or makes a mistake, they can be held legally responsible for the client’s losses.

• Must meet a reasonable standard when giving advice.

What is a Contract?

An agreement that requires the mutual ascent of at least two parties to do something or to refrain from doing something. The parties then create certain rights and duties that did not exist in their particular relationship before that point in time. If these rights and duties can be enforced by the courts of law, the parties have created certain rules of conduct which they are obliged to in their actions.

• They have in effect voluntarily created legal obligations or laws governing their relationship for their own purposes.

• The legal rules the parties must follow to establish their own rights and duties are called the laws of contract.

Contract & Two Key Principles of Contract Law (C/FC)

The rules governing these agreements are called contract law. Contract law is separate from tort law because it follows different legal principles. The elements in contract law are often more detailed and precise than in tort law.

• Certainty: Contracts must be clear and precise. This is important because contracts often involve money, property, or business interests.

• Freedom of Contract: People are generally free to choose who they contract with and the terms of the agreement. This idea comes from liberal-capitalist principles that emphasize individual choice.

Six Elements of a Contract

OACICL

1. Offer

2. Acceptance

3. Consideration

4. Intention to create legal relations

5. Capacity

6. Legality of the contract

The Offer

First Element of a Contract

A draft contract made by the offeror that becomes a binding contract when accepted by the offeree.

• The offer is the most important element of a contract.

• Once an offer is accepted, the parties are legally bound and it is difficult to withdraw.

• The offer must be communicated to the offeree.

Offer vs. Invitation to Do Business (and Case)

The Offer

Advertisements and store displays are usually invitations to make an offer, not actual offers. Customers make the offer to buy, and the store accepts at the checkout.

Example case: Pharmaceutical Society of Great Britain v Boots Cash Chemists (exam)

• Items displayed in stores or advertisements are not legal offers. They are invitations to customers to make an offer.

• The store displays goods, which is an invitation to do business.

• The customer picks up the item and goes to the cashier, customer makes the offer to buy.

• The cashier accepts the price and processes payment, contract is formed.

• Picking an item from a shelf is NOT acceptance of an offer.

• If every display were an offer, stores could be forced to sell items even if mistakes occurred, which would clog the courts with disputes.

When an Offer Lapses

The Offer

An offer ends if:

• The time limit expires for the offeree to accept the offer.

• A reasonable time passes with no acceptance.

  • Always time limit the offer. Do not let the judge decided the offer.

• Either party dies or becomes insane before acceptance.

• A counteroffer is made.

Revoking an Offer (Revocation Principles)

The Offer

The offeror can withdraw the offer anytime before acceptance, even if they promised to keep it open. Promises to make an offer are not usually legally binding.

Two ways to make an offer bindingly open:

• Offer under seal: A formal, signed document that makes the offer legally binding for a certain time.

• Option contract: The offeree pays or agrees to something in exchange for the offeror promising to keep the offer open.

  • Example: You pay $100 to have the option to buy a car at $10,000 within a week. The seller cannot revoke the offer during that week.

Counteroffers (and Volley of Offer)

The Offer

Usually when contractual agreements take place there is bargaining that takes place (there is a volley of offers going back and forth).

• The acceptance must completely agree with the offer, no changes, additions, or conditions.

  • If any term is changed, this is not acceptance it is a counteroffer. Only when the acceptance matches the offer perfectly does a binding contract exist.

• If the offeree changes any term, it becomes a counteroffer, not acceptance.

• A counteroffer kills the original offer unless the offeror renews it.

Fundamental Breach

The Offer

Happens when someone fails to perform a major part of the contract, basically breaking a key promise. The exception of liability clause no longer applies under a fundamental breach.

• Exception of Liability: Normally, contracts can include clauses that limit or exclude liability for certain problems. But in a fundamental breach, these clauses can’t protect the breaching party, because the breach is too serious.

Acceptance of Offer

The Offer

In order for a contract to exist the offer must be made by the offeror and there must be communication of the offer to the offeree.

2. Offer can be communicated in writing, orally or by gestures (auction, hailing a cab) but they must be unequivocal.

3. Offer cannot be accepted by the offeree until he/she has first learned of it (can’t be forced into a contract by people who do work for us without our knowledge).

Standard Forms of Contracts

The Offer

A pre-written contract that a company uses over and over again for many customers.

• The terms are already written by the business.

• Customers usually cannot negotiate the terms.

• You either accept it or refuse the service (“take it or leave it”).

• Examples include: Phone contracts, gym memberships, airline tickets, parking tickets.

Courts Concerns with Standard Forms of Contract & Exception of Liability Clause

The Offer

Courts didn’t like these contracts at first because:

• Customers have no bargaining power.

• Businesses sometimes included unfair clauses, especially limitation of liability clauses (saying the company isn’t responsible if something goes wrong).

The court made Exception of Liability Clauses: A person cannot be bound by a contract term they did not know about unless the business took reasonable steps to bring the term to their attention.

Contra Preferentum

The Offer

A rule courts use when a contract term is unclear or ambiguous. If a clause can be interpreted in two different ways, the court will interpret it against the party that wrote the contract. This usually affects businesses, because they are typically the ones who draft standard form contracts.

• Businesses write the contract terms.

• They have more power and control over the wording.

• If they write something unclear, they should bear the risk of that ambiguity, not the consumer.

Contra Proferentem = “Against the drafter.”

Termination of Offer (Ways an Offer Can End)

The Offer

1. Rejection: If the offeree rejects the offer, the offer immediately ends. The offeree cannot later change their mind and accept it unless the offeror makes the offer again. The first offer may be the best, so rejecting it can be risky.

1. Counteroffer: Happens when the offeree changes any term of the original offer. This is legally treated as rejecting the original offer and making a new one.

2. Lapse of time: An offer can expire if it is not accepted in time. The time limit stated in the offer passes, if no deadline was given. A reasonable amount of time passes if no deadline was given.

3. Revocation: The offeror can withdraw the offer anytime before it is accepted. Once the offeree accepts, it is too late to revoke because a contract has formed.

Acceptance & How it Happens

Second Element of a Contract

Acceptance and offer must be clear, communicated and definite. Acceptance must show that someone is clearly agreeing to the offer, and there must be no uncertainty or changes to the terms.

Acceptance can happen in two ways:

• By Words: Saying or writing something like “I accept your offer.”

• By Conduct (Actions): Your actions clearly show you accept the offer.

Example: If someone offers to sell you a bike and you pay the money, your conduct shows acceptance. But the conduct must clearly match the offer.

Acceptance (Communication) Rules

Acceptance

1. Offeror Controls the Method of Acceptance

2. Acceptance by Performance (Doing an Act)

   • General Rule: Acceptance Must Be Received

   • Exception: The Mailbox Rule (Postal Rule)

   • Instant Communication Rule

3. Reasonable Person Test

Offeror Controls Method of Acceptance (Communication Rules)

Acceptance

The person making the offer (offeror) can decide how acceptance must be communicated.

• They can require things like acceptance by email, mail or only binding when actually received. They can also require performance of an act instead of words.

Example:

• “If you deliver the materials, I will pay you $500.”

• The act of delivering the materials becomes the acceptance.

Acceptance by Performance (Doing an Act) & Court Case

Acceptance

Example case: Carlill v Carbolic Smoke Ball Co.

• A company advertised that if someone used their smoke ball product and still got sick, they would pay £100.

• A woman used it as instructed and still got sick, so she claimed the money.

Court decision:

• The act of using the product was acceptance.

• No written acceptance was required.

If the offer says doing the act counts as acceptance, then performing the act forms the contract.

General Rule: Acceptance Must Be Received

Acceptance

Normally, the offeror is not bound until they receive the acceptance.

Example:

• You email accepting an offer.

• The contract only forms when the offeror receives the email.

Exception: The Mailbox Rule (Postal Rule)

Acceptance

Deals with when an acceptance of an offer becomes effective. If mail is the accepted method, the rule changes.

Mailbox Rule: Acceptance is effective when the letter is placed in the mailbox, not when it is received by the offeror.

• The letter must be properly addressed and stamped.

• Mail must be a reasonable method of communication, set out by the offeror.

So the contract forms when the letter is sent.

Mailbox Rule

Why it Exists and Points / Exceptions

This rule prevents the offeror from revoking the offer after the offeree has already mailed their acceptance. It provides certainty in contract formation when parties communicate at a distance.

Important points and exceptions:

• The rule only applies to acceptances, not to offers or revocations.

• Acceptance must be properly addressed, stamped, and in the agreed-upon form.

• If the acceptance is lost in the mail, it’s still considered effective.

• It doesn’t apply if the offer specifies that acceptance must be received to be valid.

Example:

• Alice mails a letter to Bob accepting his offer to sell a bike on March 1.

• Bob receives the letter on March 5.

• Even though Bob didn’t get the letter until March 5, the contract is considered formed on March 1, when Alice mailed her acceptance.

Instant Communication Rule

Acceptance

For instant methods (like phone, telegram, email, etc.):

• Acceptance is effective when it is received and understood by the offeror.

• As soon as the person receives the message, and read it becomes valid.

So the postal rule does NOT apply.

Reasonable Person Test

Acceptance

A legal standard used to determine whether a party’s actions or words show clear agreement to a contract. It doesn’t focus on what the person actually intended in their mind, but rather on what a reasonable person in the same situation would understand those actions or words to mean.

• Courts often ask: “What would a reasonable person think the parties intended?”

• If a reasonable person would believe a contract was formed, the court may treat it as one.

  • Example: Someone sending at thumbs up after receiving a contract, or to agree to a contract indicates that someone was agreeing.

Rules of Acceptance

Acceptance

1. Offeror Controls the Method of Acceptance: The offeror (person making the offer) can decide how acceptance must happen.

2. Postal Rule (Mail Exception): If mail is used as the acceptance method, the postal rule applies.

   • Exception (postal rule): Acceptance effective when mailed out.

3. General Contract Rule: Normally, a contract forms when the offeror learns about the acceptance.

Certainty of Offer

Acceptance

For a contract to be valid, the terms must be clear and certain. The wording cannot be vague or unclear. If the important terms are too uncertain, the contract may be void (not legally enforceable).

• Not valid: Agreement to agree later (parties saying that they will agree on the price later).

• Valid if: There is a formula or third party to determine the term at a later date stipulated in the contract.

  • A contract with a point to agree to later can still be valid if there is a legitimate method to later determine the missing part.

Lex Causae

What Law Governs a Particular Contract?

Acceptance

Every contract is controlled by a particular set of laws. This is called “Lex Causae” the law that applies to the contract. Laws differ by country or province. When parties from different places or countries make a contract, there can be a question: Which country’s or province’s law applies? To avoid this problem, contracts often include a clause that chooses the governing law.

• Different ways of communicating follow different rules under the law. Knowing which law applies tells you:

  • How the contract is interpreted.

  • What rules of offer, acceptance, and revocation apply.

  • How disputes are resolved in court.

Communication Rules in Contract Law

Acceptance

Revocation by Mail: It’s effective once it arrives at its destination, even if the recipient hasn’t actually read it. Revocation can happen before the offeree receives other communications, even if those communications are hearsay.

• Case example: Didansen v. Hobbs

Courier Service: Follows the same rules as mail.

Instantaneous Communication (email, phone, fax): The contract communication is effective only when actually received.

• Case example: Azindia case – you need confirmation that the fax/email was received.

Consideration

Third Element of a Contract

A contract is basically an exchange or bargain between parties. Each party must give or promise something of value for the contract to be valid.“The price paid for the promise.”

• One person promises to do something, and the other person gives something in return. Both sides must exchange something.

• Every party must give consideration. If only one side promises something, it may just be a gift, not a contract.

• There are different types of consideration:

  • Personal property

  • Real property

  • Services or labour

4 Types of Consideration (P-S/L-M-RF)

Consideration

1. Property: Includes personal (chattels and choses in action), and real property.

2. Services or Labour: Work performed can also be a consideration. Includes painting a house, fixing a car, providing consulting services.

3. Money: Money is the most common form of consideration. Example: Paying $500 for a laptop.

4. Restraint on Freedom: Sometimes consideration is agreeing not to do something. Example: Non-compete clause (agreeing to not starting a competing business).

Three Categories of Property or Action that Form Consideration

P/PP/RP

Types of Consideration

Property is legally recognized rights and interests in things, which can be tangible or intangible, that a person or entity can own, use, control, or transfer.

Personal Property: This is property that is not land.

• Chattels (Tangible property): This can be physical objects, and moveable and visible (car, laptop, furniture).

• Choses in Possession / Choses in Action (Intangible property): Rights rather than physical things (e.g. intellectual property, or contractual rights).

Real Property: This means land or things attached to land. Includes houses, buildings, land. A chattel becomes real property when it is attached to land permanently (like a fixture for a house).

Gratuitous Promise

Consideration

A promise without consideration is gratuitous (a gift promise).Not enforceable in contract law.

• A contract requires an exchange of value (consideration).

• If an essential element (like consideration) is missing, the contract is void.

Types of Gratuitous Promises

Consideration

1. Past Consideration: A promise made after someone has already done something.

   • Nominal consideration: A token or trivial amount of consideration given just to make a contract look valid. Courts may ignore it if it is not real consideration (e.g. selling a car for $1 to make the contract look binding).

2. Existing Legal Duties and Considerations: If someone is already legally obliged to do something, promising to do that same thing cannot count as consideration for a new contract.

3. Foakes v. Beer (1884): Rule about Part Payment of Debt.

Past Consideration - Types of Gratuitous Promises

Consideration

If someone makes a promise after something has already been done, that promise usually cannot be enforced as a contract. This is because the act was not done in exchange for the promise there’s no “bargain” happening at the time. Reciprocity alone (“I’ll reward you for what you did”) doesn’t make the promise enforceable.

• For a contract to be valid, there must be a present exchange of promises or actions.

• Doing something in the past doesn’t count as consideration, even if it motivated the later promise.

• Example: Jane saves Mark from a fire. A week later, Mark says, “I’ll give you $500 for saving me.”

• This is past consideration Jane already did the act.

• Result: The promise is usually not legally binding.

Existing Legal Duties & Consideration - Types of Gratuitous Promises

Consideration

If someone is already legally required or contractually obligated to do something, you cannot make a new enforceable contract just by promising to pay them extra for doing the same thing. Doing what you’re already supposed to do isn’t enough “consideration” for a new promise.

Example – Sailors Case Principle:

• Sailors are hired to complete a voyage for a fixed wage.

• Midway through the trip, they say, “We want extra pay to finish the voyage.”

• Since finishing the voyage is already part of their job, the promise to pay extra is not legally binding.

  • There must be new or additional consideration, meaning the sailors would need to do something extra beyond their original duty.

  • Example: If the sailors agree to take a riskier route or carry extra cargo, that extra work could count as valid consideration for the new promise of extra pay.

Nominal Consideration - Types of Gratuitous Promises

Consideration

A very small or token amount (like $1, a peppercorn, or a seal) given to make a promise legally binding.

• At common law, courts only care that some consideration exists, not its value, so even tiny amounts can make a contract enforceable.

• In equity, however, consideration usually must be substantial.

  • Nominal consideration is often used to turn a gratuitous promise (a free gift) into an enforceable agreement.

Example:

• Alice wants to sell her antique book to Bob. Instead of selling it for a fair market price of $200, she writes a contract selling it for $1.

• That $1 is nominal consideration, it’s very small, but it’s enough at common law to make the contract legally binding.

• Without even that $1, if Alice had just promised to give the book to Bob for free, the promise might not be enforceable.

Rule in Foakes v Beer - Types of Gratuitous Promises

Consideration

Dr. Foakes owed Mrs. Beer money after a judgment. They agreed that Foakes could pay in installments. Later, Mrs. Beer tried to claim interest on the judgment debt, which she had not waived in writing.

• The court held that simply promising to accept a smaller sum than originally owed does NOT create a binding contract to discharge the full debt, unless there is fresh consideration.

• This means that part-payment of a debt is not enough consideration for the creditor to give up the right to claim the rest.

• A gratuitous promise (a promise made without receiving anything new in return) is generally unenforceable.

• Mrs. Beer’s promise to accept part payment was a gratuitous promise because Foakes didn’t give any new consideration beyond what he was already legally obliged to pay.

Intention to Create Legal Relations

Element Four

Intention to be legally bound is required for a contract. Law usually assumes people intend to be bound in business deals (commercial agreements). Law usually assumes people do NOT intend to be bound in family or social situations.

• Plaintiff doesn’t have to prove intention; it’s the defendant’s job to show there was no intention.

• Commercial agreements: Courts assume people intend to be legally bound.

• Family or social agreements: Courts usually assume there is no legal intention.

  • Informal family loans or money deals: Can still be enforceable, so treat money matters carefully, even with relatives.

Presumption of Intention

Intention to Create Legal Relations

The Presumption of Intention sets a “default assumption” about whether people meant to create a binding contract:

1. Family/domestic situations: The law starts by assuming there’s no legal intention, so it’s easier for someone to show (rebut) that no contract exists.

2. Commercial/business situations: The law starts by assuming there is legal intention, so it’s harder for someone to prove (rebut) that no contract exists.

Family Situations (Domestic Agreements)

Intention to Create Legal Relations

Family situations are usually seen as social, not legal. Courts assume people in families don’t mean to create a binding contract. If someone wants to make it enforceable, they would need clear proof that there was legal intention.

• Example: Mom invites her son to dinner. Even if there’s an offer, acceptance, and something promised (consideration), it’s usually just a social agreement, not legally enforceable.

Informal Family Loans

Intention to Create Legal Relations

Informal family loans are when money is lent between family members without formal paperwork. Even in families, money loans can sometimes be legally enforceable. To avoid confusion, write down any financial agreement, even with family.

• Example: Mom gives her son money. Later, it could be argued whether it was a loan (must be repaid) or a gift (no repayment).

Capacity

Fifth Element of a Contract

Capacity is the legal ability to enter into a binding contract. Each party must have mental competency.

A person must understand:

• The nature of the contract.

• The consequences of their actions.

• If a party lacks capacity, the contract may be void or voidable.

Types of Incapacity (NC-LC/M-L)

Capacity

1. No capacity (void contract): Person has no ability to understand the contract, therefore the contract is void.

2. Limited (diminished capacity): The contract exists but can be cancelled (voidable) by the party with limited capacity.

   1. Minors (underage)

   2. Lunatics (mentally insane)

Minors

Capacity

Age of majority is usually 18 (Manitoba) or 21 (common law).

• Contracts with minors: Unenforceable against the minor – they can choose to cancel. Enforceable against the adult – the adult must honor it.

• Necessaries: Minors must pay for essential goods/services. They pay a reasonable price, not necessarily the full contract price. Courts decide what’s reasonable.

• Beneficial contracts of service: Minors can enter contracts that help them, like apprenticeships or jobs.

  • Labour rules: 16+ can contract; 15-year-olds need guardian consent, principal consent, and government certificate.

Mental Incapacity (Lunacy/Insanity) & Intoxication

Capacity

Insanity (Lunacy): A contract can be cancelled if the person didn’t understand what they were doing at the time.

Intoxication: A contract can be cancelled if the other party knew the person was drunk. The drunk person must cancel the contract quickly after becoming sober.

Legality of Contract

Sixth Element of a Contract

Contracts must have a legal purpose, they cannot break the law or go against public policy.

• Public policy is what the court thinks is acceptable for society.

• Presumption of legality: Courts assume contracts are legal unless someone proves otherwise.

• Illegal contracts: Courts may refuse to enforce them.

• Restraint of trade clauses (limits on working or business) are only enforceable if reasonable and limited.

If the Contract is Illegal

Legality of Contract

Illegal contracts are automatically void. This means they have no legal effect, and courts won’t enforce them, reflecting society’s policy against illegal or socially unacceptable activities.

• Courts refuse to help parties who knowingly participate in illegal agreements.

• If someone unknowingly entered the contract (like being misled), courts may sometimes provide limited relief.

Restraint of Trade & to Be Enforceable

Legality of Contract

Refers to clauses that limit someone’s ability to work or compete (e.g., non-competition clauses). Courts generally prefer a free and open market. Therefore, restraint of trade clauses are not easily enforced (they are narrowly defined).

To Be Enforceable, It Must Be:

• Clearly defined.

• Geographically limited.

• Limited in time (duration).

• Reasonable in scope.

• Commonly found in employment contracts.

Impugning a Contract

To impugn a contract means to attack its validity or integrity.

• It can also mean: to challenge, impeach or contest a contract.

• If the contract is valid, then the plaintiff wins.

• If the contract is proven void, voidable, or unenforceable, then the defendant wins.

Who Impugns a Contract?

Usually, the defendant tries to impugn the contract. Reason:

• The plaintiff is suing to enforce the contract.

• The defendant wants to avoid liability.

• If the defendant proves the contract is invalid, they may avoid being sued successfully.

Grounds to Impugn a Contract

A defendant can succeed if they prove the contract is:

• Void: Legally never existed.

  • Common law.

• Voidable: Valid but can be cancelled by one party.

  • Equity law.

• Unenforceable: Cannot be enforced by the court.