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

S

scheme of arrangement A proposal in which the trustee controls assets for the benefit of creditors for the duration of the proposal.

secured creditor A lender who has the right to seize and sell specific assets of a borrower to pay off a loan.

securities Shares and bonds issued by a corporation.

securities legislation Laws designed to regulate transactions involving shares and bonds of a corporation.

self-dealing contract A contract in which a fiduciary has a conflict of interest.

serious misconduct Intentional, harmful conduct of the employee that permits the employer to dismiss without notice.

settlement A sale that can be declared void because it was not made in good faith or for valuable consideration.

settlement out of court A negotiated resolution of a lawsuit after litigation begins, but before going to trial.

sexual harassment Unwelcome conduct of a sexual nature.

shareholder A person who has an ownership interest in a corporation.

shareholder agreement An agreement that defines the relationship among people who have an ownership interest in a corporation.

share structure The shares that a corporation is permitted to issue by its constitution.

shelf company A company that does not engage in active business.

small claims court A court that deals with claims up to a specified amount.

sole proprietorship A business organization that has only one owner.

special endorsement Signing a cheque and making it payable to a specific person.

specialized standard of care The standard of care exhibited by average persons with the requisite specialized training.

specifications The description of an invention contained in a patent.

specific goods Goods that are identified and agreed on at the time a contract of sale is made.

stakeholder One who has an interest in a corporation.

standard form contract A form of agreement that imposes the same set of terms on every customer.

standard of care The standard by which reasonableness is determined.

statute law Formal, written laws created or enacted by the legislative branch of government.

stop payment The process whereby the person who writes a cheque orders the bank not to pay the holder who presents it for payment.

stoppage in transitu The right of a seller to demand that goods be returned by a shipper at the seller?s expense even after title has transferred, provided the purchaser is insolvent.

strict liability The principle that liability will be imposed irrespective of proof of negligence.

subrogation The right of the insurer to recover the amount paid on a claim from a third party who caused the loss; also, the right of a guarantor to recover from the debtor any payments made to the creditor.

substantive law Law that defines rights, duties, and liabilities.

suing The process of instituting formal legal proceedings against someone to enforce a right.

superintendent of bankruptcy The most senior ministerial appointment with general supervisory authority for all functions prescribed under the Bankruptcy and Insolvency Act.

superior court A court with unlimited financial jurisdiction.

Supreme Court of Canada The final court for appeals in the country.

systemic discrimination Discrimination that results from the combined effects of many rules, practices, and policies.

T

tangible property Personal property, the value of which comes from its physical form.

telemarketing The use of telephone to communicate product and organizational information to customers.

tenancy in common Co-ownership whereby each owner of an undivided interest can dispose of that interest.

tenant The occupier of land that is leased.

terms of the contract Binding commitments that form part of a contract.

thin skull rule The principle that a defendant is liable for the full extent of a plaintiff’s loss even where a prior vulnerability makes the harm more serious than it otherwise might be.

tied selling Conduct that is reviewable under the Competition Act because the seller will sell to the purchaser only if the purchaser buys other, less desirable goods as well.

tippee A person who acquires confidential information from an insider.

title search Investigation of the registered ownership of land.

tort A harm caused by one person to another, other than through breach of contract, and for which the law provides a remedy.

trademark A mark used to distinguish the source of goods or services.

trade name The name under which a sole proprietorship, a partnership, or a corporation does business.

treaty An agreement between two or more states that is governed by international law.

trespass The act of coming onto another’s property without the occupier’s express or implied consent.

trespasser Any person who is not invited onto property and whose presence is either unknown to the occupier or is objected to by the occupier.

trial A formal hearing before a judge that results in a binding decision.

trustee in bankruptcy The officer assigned legal responsibility by the official receiver for administering the bankrupt’s estate.

U

unanimous shareholder agreement (USA) An agreement among all shareholders that restricts the powers of the directors to manage the corporation.

unascertained goods Goods not yet set aside and identifiable as the subject of the contract at the time the contract is formed.

unconscionable contract An unwise contract formed when one party takes advantage of the weakness of another.

undisclosed principal A principal whose identity is unknown to a third party, who has no knowledge that the agent is acting in an agency capacity.

undue influence Unfair manipulation that compromises someone’s free will.

unfair practices Illegal business practices that exploit the unequal bargaining position of consumers.

unlimited liability Unrestricted responsibility for obligations.

unsecured credit Debts that are not backed by specific assets of the debtor.

V

vicarious liability The liability of the employer for the tortious acts of an employee committed in the normal course of employment.

vicarious performance Performance of contractual obligations through others.

voidable contract A contract that in certain circumstances an aggrieved party can choose to keep in force or bring to an end.

void contract A contract involving a defect so substantial that it is of no force or effect.

voluntary assumption of risk The defence that no liability exists as the plaintiff agreed to accept the risk inherent in the activity.

W

warehouseman A bailee who stores personal property.

warranty A minor term, which, if breached, gives the innocent party the right to claim damages only; also, a term that is not classified as a condition under Sale of Goods legislation.

widely held corporation A corporation whose shares are normally traded on a stock exchange.

willful disobedience Deliberate failure to carry out lawful and reasonable orders.

winding up The process of dissolving a corporation.

workers’ compensation legislation Provincial legislation that provides no-fault compensation for injured employees in lieu of their right to sue in tort.