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

D

damages Monetary compensation awarded in a lawsuit.

damages for nonacceptance Damages to which a seller is entitled if a buyer refuses to accept goods prior to the title shifting.

debenture A document evidencing a debt owed by the corporation, often used to refer to an unsecured debt.

deceit Fraudulent misrepresentation that induces another to enter a contract.

decision The judgment of the court that specifies which party is successful and why.

deductible The part of a loss for which the insured is responsible.

deed A document that transfers ownership of land.

defamation The public utterance of a false statement of fact or opinion that harms another?s reputation.

default Failure to make required payments on a loan.

defendant The party being sued.

deficiency The shortfall between the outstanding mortgage balance and the proceeds from sale of the land; also, the shortfall if a secured asset is sold for less than the amount of the outstanding loan.

derivative action A suit by a shareholder on behalf of the corporation to enforce a corporate cause of action.

direct marketing Using the telephone and nonpersonal media to communicate product information to customers.

director A person elected by shareholders to manage a corporation.

direct-response marketing Advertising a product to be made available through mail or telephone orders.

discharge of bankruptcy The formal process releasing the bankrupt of most liabilities.

discovery The process of disclosing evidence to support both claims in a lawsuit.

discrimination Treating someone differently on the basis of a prohibited ground.

distinguishing guise A shaping of wares or their container, or a mode of wrapping or packaging wares.

distress The right of a commercial landlord to seize the tenant?s property for nonpayment of rent.

dividend A division of profits payable to shareholders.

doctrine of constructive notice Deemed notice of publicly filed documents.

domestic law The internal law of a given country, which includes both statute and case law.

door-to-door selling The act of selling in person directly to a customer?s residence.

double ticketing The offence of failing to sell at the lower of the two prices appearing on a product.

due diligence A defence based on having a reasonable belief in the truth of the statement made or adopting reasonable steps to avoid the utterance of false or misleading statements.

duress The threat of physical or economic harm that results in a contract.

duty of care The responsibility owed to avoid careless acts that cause harm to others.

duty of disclosure The obligation of the insured to provide to the insurer all information that relates to the risk.

duty to accommodate The duty of an employer to modify work rules, practices, and requirements to meet the needs of individuals who would otherwise be subjected to unlawful discrimination.

duty to mitigate The obligation to take reasonable steps to minimize the losses resulting from a breach of contract or other wrong.

E

easement The right to use the land of another for a particular purpose.

electronic banking Financial transactions through the use of computers, telephones, or other electronic means.

employment equity legislation Laws designed to improve the status of certain designated groups.

employment relationship A contractual relationship whereby an employer provides remuneration to an employee in exchange for work or services.

employment standards legislation Laws that specify minimum standards in the workplace.

endorsement The process of signing a negotiable instrument to enable negotiation.

endorsement in blank Signing a cheque without any special instructions.

entire contract clause A term in a contract in which the parties agree that their contract is complete as written.

equality of bargaining power The legal assumption that parties to a contract are able to look out for their own interests.

equity Rules that focus on what would be fair given the specific circumstances of the case, as opposed to what the strict rules of common law might dictate.

equity of redemption The right to regain title to mortgaged land upon repayment of the debt.

estate The collective term for the assets and liabilities of the insolvent or bankrupt.

evidence Proof presented in court to support a claim.

exclusive dealing Conduct that is reviewable under the Competition Act because the seller agrees to sell to the purchaser only if the purchaser buys from it exclusively.

exclusive possession The tenant’s right to control land during the term of a lease.

exemption clause A term of a contract that identifies events causing loss for which there is no liability.

express term A provision of a contract that states a promise explicitly.

F

fair dealing A defence to copyright infringement.

false imprisonment Unlawful detention or physical restraint or the perception thereof.

false or misleading advertising Promotional statements that either are false or have the ability to mislead a consumer as to their truth.

Federal Court of Canada The court that deals with litigation involving the federal government.

fee simple The highest level of land ownership.

fiduciary A person who has an obligation to act primarily in the interest of the person to whom a responsibility is owed because of the relationship between the two parties.

fiduciary duty A duty imposed on a person who has a special relationship of trust with another.

financing lease A lease that enables the lessee to finance the acquisition of personal property.

financing statement The document registered as evidence of security against personal property.

fixed or definite term contract A contract for a specified period of time which automatically ends on the expiry date.

fixtures Anything permanently attached to land.

f.o.b. Free on board. A contractual term whereby the buyer specifies the type of transportation and the seller arranges that transportation and delivery of goods to the shipper at the buyer’s expense.

foreclosure and sale The mortgagee’s remedy to sell the land to pay the mortgage debt.

formal executive The branch of government responsible for the ceremonial features of government.

franchise An agreement whereby an owner of a trademark or trade name permits another to sell a product or service under that trademark or name.

fraudulent conveyance A transfer of real or personal property made to defeat, hinder, delay, or defraud.

fraudulent preference A payment made by an insolvent debtor within three months of bankruptcy with the intent of favouring one creditor over another.

frustration Termination of a contract by an unexpected event or change that makes performance functionally impossible or illegal.

functional areas Traditional departments for organizing a business.

fundamental breach A breach of contract that affects the foundation of the contract.

fundamental term A term that underlies the entire contract.

G

general security agreement A loan contract that includes all of the assets of a business as collateral.

government policy The central ideas or principles that guide government in its work, including the kinds of laws it passes.

gratuitous bailment Bailment that involves no payment.

gratuitous promise A promise for which no consideration is given.

grievance process A procedure for resolving disputes contained in union contracts.

guarantee A promise to pay the debt of someone else, should that person default on the obligation.

guarantor A person who signs a guarantee.

H

habitual neglect of duty Customary failure to perform employment duties.

hacker A person who attempts to gain unauthorized access to computers.

holder A person who presents a negotiable instrument for payment.

Human Rights Commission An administrative body that oversees the implementation and enforcement of human rights legislation.