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

O

objective standard test The test applied in dealing with a contractual dispute based on how a "reasonable person" would view the conduct of the parties.

occupier Any person with a legal right to occupy premises.

offer A promise to perform specified acts on certain terms.

offeree The person to whom an offer is made.

offeror The person who makes an offer.

official receiver The administrative official legally responsible for all aspects of the bankrupt?s estate.

operating lease A lease where the property is returned to the lessor when the term is up.

oppression remedy A statutory remedy available to shareholders and other stakeholders to protect their corporate interests.

option agreement An agreement where, in exchange for payment, an offeror is obligated to keep an offer open for a specified time.

ordinary price The price at which goods are normally sold in a given market at specified volumes and in a given period.

outsider The party with whom the agent does business on behalf of the principal.

P

paralegal One who performs legal work under the supervision of a practising lawyer.

paramountcy A doctrine that provides that federal laws prevail when there are conflicting or inconsistent federal and provincial laws.

parol evidence rule A rule that limits the evidence a party can introduce concerning the contents of the contract.

partnership A business carried on by two or more persons that is not a corporation.

passing off Presenting another’s goods or services as one’s own.

patent A monopoly to make, use, or sell an invention.

patent agent A professional trained in patent law and practice who can assist in the preparation of a patent application.

pay equity Provisions designed to ensure that female and male employees receive the same compensation for performing similar or substantially similar work.

pecuniary damages Compensation for out-of-pocket expenses, loss of future income, and cost of future care.

periodic tenancy A lease that is automatically renewed unless one party gives proper notice to terminate.

personal property All property other than land.

petition The statement filed by the creditor claiming that the debtor owes at least $1000 and has committed at least one act of bankruptcy.

piercing the corporate veil Holding the owners of a corporation personally liable for the corporation’s acts.

plaintiff The party that initiates a lawsuit against another party.

pleadings The formal documents concerning the basis for a lawsuit.

political executive The branch of government responsible for day-to-day operations, including formulating and executing government policy, as well as administering all departments of government.

precedent An earlier case used to resolve a current case because of its similarity.

predatory pricing The offence of setting unreasonably low prices to eliminate competition.

preemptive right A shareholder’s right to maintain a proportionate share of ownership by purchasing a proportionate share of any new stock issue.

pre-existing legal duty A legal obligation that a person already owes.

preferred creditors Those creditors identified in section 136 of the Bankruptcy and Insolvency Act who are paid after secured creditors and before unsecured creditors.

preferred share A share or stock that has a preference in the distribution of dividends and the proceeds on dissolution.

premium The price paid for insurance coverage.

price discrimination The offence of failing to provide similar pricing terms and conditions to competing wholesalers or retailers for equivalent volume sales at an equivalent time.

price maintenance The offence of attempting to drive the final retail price of goods upward and imposing recriminations upon noncompliant retailers.

principal A person who has permitted another to act on her or his behalf.

private law Areas of law that concern dealings between persons.

privilege The client’s right not to have information divulged to third parties.

privity of contract A doctrine providing that only parties to a contract have rights and obligations under the contract.

procedural law The law governing the procedure to enforce rights, duties, and liabilities.

product liability The manufacturer’s liability for negligently made goods that cause harm to the consumer.

professional A person with specific expertise and skills in an accepted area of knowledge.

progressive discipline policy A system that follows a sequence of employee discipline from less to more severe punishment.

prohibited offences Offences under the Competition Act that are criminal in nature.

promissory estoppel A principle whereby someone who relies on a gratuitous promise may be able to enforce it.

promissory note A written promise to pay a specified amount.

proof of claim A formal notice provided by the creditor of the amount owed and the nature of the debt.

proposal A contractual agreement between the debtor and creditors for the payment of debts that allows the business to continue.

prospectus The document a corporation must publish when offering securities to the public.

proxy A person who acts for another in a meeting or a public body.

public law Areas of the law that relate to or regulate the relationship between persons and government at all levels.

public policy The community’s common sense and common conscience.

punitive damages Compensation awarded to the plaintiff to punish the defendant for particularly offensive behaviour.

pure economic loss Financial loss that results from a negligent act where there has been no accompanying property or personal injury damage.

pyramid selling An illegal form of multilevel selling under the Competition Act.

Q

Quebec Civil Code The rules of private law that govern Quebec.

R

real property Land or real estate.

reasonable care The care a reasonable person would exhibit in a similar situation.

reasonable notice A period of time for an employee to find similar employment.

reasonable person The standard used to judge whether a person’s conduct in a particular situation is negligent.

receiver A person appointed by the secured creditor to retrieve the asset and realize the debt.

receiving order The court order following a creditor’s petition that formally declares the debtor to be bankrupt and transfers legal control of the estate to the trustee.

reference A person who will testify to the ability and qualities of an applicant.

refusal to deal Conduct that is reviewable under the Competition Act because the seller refuses to sell to a purchaser even under comparable conditions to the purchaser’s competitor.

registration The process of recording a security interest in a public registry system.

registry system The system of land registration whereby the records are available to be examined.

regulations Rules created by the political executive that have the force of law.

regulatory offence An offence contrary to the public interest.

rejection The refusal to accept an offer.

related person Any person who is a blood relative (or related by marriage or adoption) of the bankrupt or of the person with controlling interest in the bankrupt corporation.

release A written or oral statement discharging another from an existing duty.

remoteness of damage The absence of a sufficiently close relationship between the defendant’s action and the plaintiff’s loss.

rescission The remedy that results in the parties being returned to their precontractual positions.

responsible government Government that abides by conventions prescribing how governmental power is to be exercised.

restrictive covenant A restriction on the use of land as specified in the deed.

restrictive endorsement Signing a cheque for deposit only to a particular bank account.

retainer An advance payment requested to fund services to be provided and thereby minimize the professional’s exposure to risk.

reviewable matters Offences under the Competition Act that are assessed according to a civil burden of proof and are resolved either by voluntary agreement or by order of the Competition Tribunal.

reviewable transaction A payment made to a person related to the bankrupt within one year of the bankruptcy order with the intention of giving the related person priority over at least one other creditor.

revocation The withdrawal of an offer.

risk avoidance The decision to cease a business activity because the legal risk is too great.

risk reduction Implementation of practices in a business to lower the probability of loss and its severity.

risk retention The decision to absorb the loss if a legal risk materializes.

risk transference The decision to shift the risk to someone else through a contract.

royal charter An official document that established a corporation as a separate legal entity.

royal prerogative Historical rights and privileges of the Crown, including the right to conduct foreign affairs and to declare war.

rules of construction Guiding principles for interpreting the terms of a contract.