Uniform Acts Drafting Conventions


(Capacity to buy and sell) Definition

19(1) In this section, "necessaries" means goods suitable to the condition in life of the minor or other person and to his actual requirements at the time of delivery of the goods.

Capacity to buy and sell

(2) Where necessaries are sold and delivered to a minor or to a person who is incompetent to contract, he shall pay a reasonable price for the necessaries.

(Making of contract of sale)

20(1) A contract of sale may be made in any manner sufficient to show agreement.

Moment of making may be undetermined

(2) A contract of sale may be found even though the specific time of its making is undetermined.

Effect of additional or different terms

(3) A reply to an offer purporting to be an acceptance but containing additional or different terms that do not materially alter the terms of the offer constitutes an acceptance and, in that case, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.

Notice of objection

(4) Subsection (3) does not apply if the offeror seasonably notifies the offeree of his objection to the additional or different terms.

Material alteration of terms of offer

(5) For the purpose of subsection (3), additional or different terms relating to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are terms that materially alter the terms of the offer.

(Conflicting terms) Conflicting terms

21(1) Subject to section 20(3), this section applies where, under the law of contract, the are considered to have concluded a contract of sale because one of them has proceeded with performance, even though their communications do not show mutual assent to a single set of contractual terms.

Powers of court

(2) When a court concludes that, having regard to all of the circumstances, a party, by his conduct in receiving or shipping the goods or otherwise, has not in fact assented to the conflicting terms of the other party and that it would be unreasonable to hold him to those terms, the court may

(a) ignore the conflicting terms and apply this Act as if the contract contained no such terms,

(b) substitute any terms that, in the courts opinion, the parties would have adopted had their attention been drawn to the conflicting terms, or that, in the courts opinion, represent a reasonable compromise of the conflicting terms, or

(c) find that no contract was concluded between the parties and make any consequential order that the court considers appropriate.

Relevant factors

(3) In exercising its discretion under subsection (2) and in determining whether or not it would be unreasonable to hold a party to the other party's terms, the court shall have regard, among other things, to

(a) the usage of trade in the vocation or trade in which the parties are engaged,

(b) the parties course of dealings and course of performance, and

(c) the extent to which a party seeks not to be bound by a term without which, as he knew or ought to have known, the other party would not have been willing to enter into the contract.

(Firm offers) Firm offers

22(1) An offer by a merchant to buy or sell goods that expressly provides that it will be held open is not revocable for lack of consideration during the time stated or, if no time is stated, for a reasonable time not exceeding three months.

Form supplied by offeree

(2) An assurance of irrevocability described in subsection (1) in a form supplied by the offeree is not binding unless the assurance is separately signed by the offeror.

Revoked offers

23 Where an offer to buy or sell goods that the offeror should reasonably expect to induce substantial action or forbearance by the offeree before acceptance induces such action or forebearance and is revoked, the offeror is bound to compensate the offeree, and in any such case, the court may

(a) award damages on the same basis as if a contract had been completed between the parties, or

(b) grant compensation limited to the restoration of any benefit conferred upon the offeror, to the recovery of any losses incurred as a result of reliance on the offer or generally, to the extent necessary to avoid injustice.

(Forms of acceptance) Forms of acceptance

24(1) Unless otherwise indicated by the language or the circumstances

(a) an offer to make a contract of sale is to be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances, including performance of a requested act; and

(b) an order or other offer to buy goods for prompt or current shipment is to be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

Acceptance by tender or beginning of performance

(2) Where an offer invites an offeree to choose between acceptance by promise and acceptance by performance or requires acceptance by performance, the tender or beginning of the invited performance or a tender of a beginning of it is an acceptance by performance and binds the offeree to render complete performance.

Duty to notify of acceptance by performance

(3) If an offeree who accepts by performance knew or should reasonably have known that the offeror has no adequate means of learning of the acceptance with reasonable promptness and certainty, the contractual duty of the offeror is discharged, unless

(a) the offeree notifies the offeror seasonably of his acceptance,

(b) the offeror learns of the performance within a reasonable time, or

(c) the circumstances of the offer indicate that notification of acceptance is not required.

(Sales by auction) Sales by auction; lots

25(1) Where goods are sold by auction in lots, each lot is the subject of a separate contract of sale.

When auction sale complete

(2) A sale by auction is complete when the auctioneer announces completion of the sale in any customary manner.

Reserve bids

(3) A sale by auction is with reserve, unless the goods are put up for sale without reserve.

Auctions with reserve

(4) In a sale by auction with reserve, the auctioneer may withdraw the goods at any time until he announces completion of the sale.

Auctions without reserve

(5) In a sale by auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn, unless no bid is made within a reasonable time.

Bidder's right to retract bid

(6) In a sale by auction with or without reserve, the bidder may retract his bid until the auctioneers announcement of completion of the sale, but a bidders retraction does not revive any previous bid.

Seller's right to bid

(7) A right bid at a sale by auction may be reserved expressly by or on behalf of the seller.

Wrongful bid by seller

(8) Where a seller has not reserved the right to bid at a sale by auction, the seller or his agent shall not bid and the auctioneer shall not knowingly take any bid from the seller or his agent.


(9) Where subsection (8) is contravened, the buyer may treat the sale as fraudulent and may avoid the sale and recover damages or may affirm the sale and recover damages or claim an abatement in the price.

(Course of dealing and usage of trade)

26(1) A course of dealing between parties and any usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware give particular meaning to and supplement or qualify the terms of an agreement.

Place of performance

(2) An applicable usage of trade in the place where any part of performance is to occur may be used in interpreting the agreement with respect to that part of the performance.

Course of performance

(3) Where an agreement involves repeated occasions for performance by a party with knowledge of the nature of the performance and opportunity for objection to it by the other party, any course of performance accepted or acquiesced in without objection is relevant in determining the meaning of the agreement.

Relationship to express terms

(4) The express terms of the agreement, any course of performance and any course of dealing and usage of trade are, whenever reasonable, to be construed as consistent with each other but, when such a construction is unreasonable,

(a) the express terms of the agreement govern the course of performance, the course of dealing and usage of trade,

(b) the course of performance governs the course of dealing and the usage of trade, and

(c) the course of dealing governs the usage of trade.

Course of performance as waiver or variation

(5) Subject to section 27, course of performance is relevant to show a waiver or variation of any term inconsistent with the course of performance.

Variation or resicssion of contract of sale

27 An agreement varying or rescinding a contract of sale needs no consideration t be binding, but a party may withdraw from an executory portion of the agreement made without consideration and revert to the original contract by giving reasonable notice to the other party, unless the withdrawal would be unjust in view of a material change of position in reliance on the agreement.

Delegation of performance

28 A party to a contract of sale may perform his duty under it through a delegate, unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract, but a delegation of performance does not relieve the party delegating of any duty to perform or of any liability for breach.

(Assignments) Assignment of rights

29(1) The rights of a seller or buyer may be assigned except where the assignment would

(a) change materially the duty of the other party,

(b) increase materially the burden or risk imposed on the other party by the contract, or

(c) impair materially the other party's opportunity to obtain return performance.

Assignment of right to damages etc

(2) A right to damages for breach of the whole contract or a right arising out of the assignors due performance of his entire obligation may be assigned notwithstanding contrary agreement, but then only in its entirety, whether or not the assignment occurs before or after performance of the assignors obligation.

Construction of term prohibiting assignment

(3) Unless the circumstances indicate the contrary, a term prohibiting assignment of a contract is to be construed as barring only the delegation to the assignee of the assignors duty of performance.

Assignments in general terms

(4) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is

(a) an assignment of rights under the contract, and

(b) unless the language or the circumstances indicate the contrary, a delegation of performance of the duties of the assignor, other than the duty to pay damages for a breach arising before the assignment.

Acceptance of assignment by assignee

(5) The acceptance by the assignee of an assignment under subsection (4) constitutes a promise by him to perform the duties of the assignor that is enforceable by either the assignor or the other party to the original contract.

Grounds for insecurity

(6) A party to a contract other than an assignor may treat an assignment that delegates performance as creating reasonable grounds for insecurity for the purposes of section 87.

Next Annual Meeting

2018 Conference (Centennial)

Delta Hotel

Québec City, QC

August 12 - 16, 2018