GLOSSARY

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

A

acceleration clause A term of a loan agreement that makes the entire loan due if one payment is missed.

acceptance  An unqualified willingness to enter into a contract on the terms in the offer.

act of bankruptcy  One of ten acts that the debtor must commit before a creditor can petition the debtor into bankruptcy.

action for the price  The obligation of buyers of goods, once title to goods has passed, to pay the seller the full price of the goods.

actual authority  The power of an agent that derives from either express or implied agreement.

administrative law  Rules created and applied by those having governmental powers.

adverse effects discrimination  Discrimination that occurs as a result of a rule that appears neutral but in its effects is discriminatory.

after-acquired property  Assets purchased after a secured loan is granted.

agency  A relationship that exists when one party represents another party in the formation of legal relations.

agency by estoppel  An agency relationship created when the principal acts such that third parties reasonably conclude that an agency relationship exists.

agency by ratification  An agency relationship created when one party adopts a contract entered into on his or her behalf by another who at the time acted without authority.

agent  A person who is authorized to act on behalf of another.

age of majority  The age at which a person becomes an adult for legal purposes.

aggravated damages  Compensation for intangible injuries such as distress and humiliation caused by the defendant?s reprehensible conduct.

agreement of purchase and sale  The contract for buying and selling land.

alternative dispute resolution (ADR)  A range of options for resolving disputes as an alternative to litigation.

anticipatory breach  A breach that occurs before the date for performance.

anti-competitive behaviour  Conduct that restricts competition and is reviewable under the Competition Act.

apparent authority  The power that an agent appears to have because of conduct or statements of the principal.

appeal  The process of arguing to a higher court that a court decision is wrong.

arbitration  A process through which a neutral party makes a decision (usually binding) that resolves a dispute.

arbitrator  A person who listens to both sides of a dispute and makes a ruling that is binding on the parties.

arrangement  A proposal governed by the Companies? Creditors Arrangement Act.

articles of association  Rules specifying day-to-day operating procedures of a company in memorandum of association jurisdictions.

articles of incorporation  The incorporating document and constitution of a corporation in Newfoundland, New Brunswick, Ontario, Manitoba, Saskatchewan, Alberta, and the federal jurisdiction.

assault  The threat of imminent physical harm.

assignment  The transfer of a contractual right by an assignor to an assignee.

assignment in bankruptcy  The debtor?s voluntary assignment to the trustee in bankruptcy of legal title to all the debtor?s property for the general benefit of creditors.

B

bailee The person who gains possession in a bailment.

bailment Temporary transfer of possession of personal property.

bailment for value Bailment involving payment for use or a service.

bailor The owner of property in a bailment.

bait and switch Advertising a product at a very low price to attract customers, then encouraging them to accept another product that is usually more expensive.

balance of probabilities Proof that there is a better than 50 percent chance that the circumstances are as the plaintiff contends.

banking agreement A document that contains the rights and obligations of a bank and a customer.

bankrupt The legal status defined by the Bankruptcy and Insolvency Act that prevents a person from having control of his or her assets and debts.

bankruptcy district An administrative unit for a specific geographic area under the Bankruptcy and Insolvency Act.

bankruptcy offences Criminal acts defined by the Bankruptcy and Insolvency Act and committed by any participant in the bankruptcy and insolvency process.

bankruptcy order A document that assigns legal responsibility of assets and liabilities from the debtor to the official receiver through the appointed trustee.

battery Nonconsensual physical contact that violates an individual’s bodily security.

bid rigging Conspiring to fix the bidding process to suit the collective needs of the producers/suppliers.

bill of exchange An order to a person to pay an amount to another person.

bill of lading A shipping document that serves as a contract between the seller and the carrier.

binding Final and enforceable in the courts.

bona fide occupational requirement (BFOR) A defence that excuses discrimination on a prohibited ground when it is done in good faith and for a legitimate business reason.

bond A document evidencing a debt owed by the corporation, often used to refer to a secured debt.

breach of contract Failure to comply with a contractual promise.

burden of proof The obligation of the plaintiff to prove its case.

business law A set of established rules governing commercial relationships, including the enforcement of rights.

bylaw A law made by the municipal level of government.

bylaws Rules specifying day-to-day operating procedures of a company in letters patent and articles of incorporation jurisdictions.

C

Cabinet A body composed of all ministers heading government departments, as well as the prime minister or premier.

Canadian Charter of Rights and Freedoms A guarantee of specific rights and freedoms enshrined in the Constitution and enforceable by the judiciary.

Canadian Standards Association The nonprofit, nongovernmental organization that sets standards for products in Canada in association with the International Organization for Standardization (ISO).

carrier A bailee who transports personal property.

causation The relationship that must exist between the defendant’s action and the plaintiff’s loss.

caveat emptor Let the buyer beware, or let the buyer take care.

certification The process by which a union is recognized as a bargaining agent for a group of employees; also, the process whereby a bank guarantees payment of a cheque.

channel power The ability of one member of the marketing or distribution channel to influence another.

chattel lease A contract where a lessee pays for the use of a lessor’s personal property.

cheque An order to a bank to pay money to a specified person.

c.i.f. Cost, insurance, and freight. A contractual term making the seller responsible for arranging the insurance (in the buyer’s name) and shipping.

civil track The process by which the Competition Bureau may order a promoter to desist from engaging in false or misleading advertising.

claims What a patented invention can do.

closely held corporation A corporation that does not sell its shares to the public.

closing The final stage of a real estate transaction.

c.o.d. Cash on delivery. A contractual term requiring the purchaser to pay the shipper cash on delivery of goods.

collateral Security for a borrower’s promise to repay a loan.

collective agreement The employment agreement reached between the union and employer setting out the bargaining unit employees’ terms and conditions of employment.

collective bargaining A mechanism by which parties enter a collective agreement or contract.

common law Rules that are formulated in judgments.

common share A share that generally has a right to vote, to share in dividends, and to share in proceeds on dissolution.

compensation in tort Financial compensation awarded for the harm suffered by the plaintiff.

composition A proposal that reduces the amount of monies to be paid to creditors while the debtor retains assets.

condition An important term, which, if breached, gives the innocent party the right to terminate the contract and claim damages; also, a term as defined under Sale of Goods legislation.

condition precedent A condition that, until it occurs, suspends the parties’ obligation to perform their contractual obligations.

condition subsequent A condition that, when it occurs, brings an existing contract to an end.

condonation Employer behaviour that indicates to the employee that misconduct is being overlooked.

conduct incompatible Personal behaviour that is irreconcilable with employment duties.

confidential business information Information that provides a business advantage as a result of the fact that it is kept secret.

confidentiality The obligation of a professional not to disclose any information provided by the client without the client’s consent.

consideration The price paid for a promise.

constitutional law The body of law governing the individual–state relationship, including the permissible scope of legislative power.

constructive dismissal Employer conduct that amounts to a fundamental breach of the employment contract.

consumer debt A loan to an individual for a noncommercial purpose.

consumer note A promissory note arising in a consumer credit sale.

contract An agreement between two parties that is enforceable in a court of law.

contract law Rules that make agreements binding and therefore facilitate planning and the enforcement of expectations.

contractual entrant Any person who has paid (contracted) for the right to enter the premises.

contributory negligence A defence claiming that the plaintiff is at least partially responsible for the harm that has occurred.

convention Important rules that are not enforceable by a court of law but that practically determine or constrain how a given legal power is exercised.

conversion right The right to convert one type of security into another type.

copyright The right to prevent others from copying or modifying certain works.

corporate law department A group of lawyers hired as in-house counsel to do the legal work of a business.

corporate opportunity A business opportunity in which the corporation has an interest.

costs Legal expenses that a judge orders the loser to pay the winner.

counterclaim A claim by the defendant against the plaintiff.

counteroffer The rejection of one offer and proposal of a new one.

credit bureau An agency that compiles credit information on borrowers.

cumulative dividend right The right of the holder of a preferred share to be paid arrears