Does &quot;shall&quot; in a contract preclude the other party from performing a task? Suppose I have a firm named Blue. I signed a contract with a firm, named Green, to manage our fleet of motorcycles. The contract states "Green shall solicit and negotiate contracts with qualified independent contractors approved by Blue owners for repairs to the property motorcycles". Does that statement prevent our firm, Blue, from contacting and negotiating contracts directly with contractors to repair our motorcycles?
In other words, you are asking if the contract is exclusive. My own opinion is that there is more than one fair reading of the contract language in isolation. One possible reading is that "for repairs to the property motorcycles" has an implied meaning "for repairs to all of the property motorcycles of Blue" and the other is that it has an implied mean "for repairs to all of the property motorcycles of Blue that it directs us to do work upon." My first step to resolve that ambiguity would be to look at the definition of "property motorcycles" in the contract, and also to any other terms of the contract that would suggest that it is an "exclusive" contract as opposed to a master "supply" contract with an indefinite amount of work. For example, if the price were a fixed one every month, not dependent upon how much work was done, that would tend to suggest an exclusive contract. Similarly, if the contract also contained a geographic scope or a non-competition term that would suggest that it was an exclusive contract. On the other hand, if the arrangement were a fee for service payment and the mechanics under the contract of arranging for maintenance were such that this was really up to Blue, it might be read differently. If the entire language of the contract read together left the ambiguity in place, it would be appropriate to look to extrinsic evidence such as the course of dealings of the parties and the discussions that went into negotiating the contract in order to determine the intent of the parties at the time that the contract was entered into in order to resolve that ambiguity. It isn't at all uncommon for the meaning of a contract term in isolation to have more than one possible reading when taken in isolation. Often, it is necessary to refer to a greater context to describe its meaning. Sometimes, the overall context will even demand that a term in a contract be given the reading that is less plausible when it is read in isolation because the overall context of the contract manifests an intent and scheme that makes the more obvious reading a poor fit to the overall scheme of the agreement.
as a witness. You secretly disapprove of the thing taking place Does this actually invalidate the document (as not properly witnessed)? No. In regard to the substance of a contract, witnessing does not imply, entail, or require approval thereof by the witness. The meaning or relevance of a witness's signature is nothing more than him or her certifying that the act of "2+ other parties entering a contract" took place indeed. And are you committing a crime by doing it? I highly doubt it, regardless the country or jurisdiction. The witness's [bizarre] act of acquiescence falls short of criminal conduct such as (1) forging someone else's signature, or (2) fraudulently "acknowledging" the presence of the contracting parties when in fact at least one of them was totally absent. Only if the witness subsequently acts in a way that hinders the purposes of the contract, thereby causing harm, the harmed party(-ies) might sue the witness for tortious interference with business or relation (or its equivalent in other non-U.S. jurisdictions). For instance, suppose a contract-based transaction requires involvement by a third party, who is hesitant to perform the transaction because suspects that the witness's signature was forged. That suspicion may prompt the third party to inquire of the witness whether he actually signed as witness to the contract. If the third party rejects the contract-related transaction due to the witness's [false] denial, the harmed party(-ies) in the contract may sue the witness for any losses (examples: bounced checks, costly delays, missing of deadlines, provable loss of business opportunities) that his false denial caused.
why do they sometimes specify the federal law as well as the state/provincial law? Isn't it redundant? Not necessarily. The contract might be entered and/or performed in a different country, whence mentioning only the Canadian provincial law does not override the other country's federal law (or that country's &quot;supra-provincial&quot; equivalent). Mentioning Canadian federal law removes --at least on paper-- the ambiguity of which law applies for matters beyond the scope of Canadian provincial law. In such scenarios, portions or the entirety of the provision might be null and void. For instance, an employment contract might establish waivers which are void or perhaps even unlawful under the legislation of that other country. Please note that in general a copy/paste of sample clauses is strongly discouraged unless the parties fully understand their meaning and implications.
Yes, your clause specifically limits you to only working for COMPANY, even in your off time. Canada does not have a law protecting your right to work secondary jobs (moonlighting) in your off-duty hours. This means that any contract clause specifically limiting you to work with the employer only is valid, and breaking it is cause for justified dismissal. Based on this, do I need to ask for explicit permission to work on such projects? Yes, you will need to disclose any potential &quot;business or occupation whatsoever&quot;. You could play contract games by saying &quot;it's only a hobby&quot; or &quot;it doesn't make any money&quot;, but you will be opening yourself up to issues. The best thing to do is to disclose your project to your employer and get in writing their permission to work on it with specific terms that you will not be using company time or resources in any way. See: Patterson V. Bank of Nova Scotia
on behalf means that the party of the agreement is the landlord, not the property manager. The contract both entitles and obliges the landlord, not the property manager. The property manager is not a party of the contract. So the fact that the property manager is fired completely unrelated to the existing contract. Additionally, in most jurisdictions that I know of, even if the property changed ownership (the landlord sold or gifted it, or the landlord died and it was inherited by someone) the contract would still be in force, as the change of situations would not invalidated the rights and obligations of the other parties.
In general, the express terms of the lease signed supersede all prior negotiations of the parties, except to the extent that the particular language in question in the lease is ambiguous. This is called the parol evidence rule (which is the law in all U.S. jurisdictions although it has been expressly rejected in Israel). The parol evidence rule expressly makes a written agreement supersede a verbal agreement, rather than making them equally valid. Also, even if both agreements had been written, generally speaking, the last and final version of the agreement will supersede earlier versions of the agreement. The best defense would be along the lines of fraud-in-factum or fraudulent inducement, i.e. that this term was slipped into the final draft in a manner expressly intended to mislead the signing party about what was being signed. I've won one case where this happened (where there was extensive email correspondence between business lawyers regarding the changes that would be made in each draft and there the version signed did not correspond to the last version signed electronically in a very long document on paper and there were other indicia of fraud), but by far the more common outcome is to bind the party signing the document (especially in a commercial context) and to consider failing to carefully read all terms of the final draft to be negligent on the part of the party signing the contract. Arguably, there might also be a malpractice claim against the lawyer for the tenant for missing this change in a material term before the contract was signed.
They likely can. This information would likely fall under an NDA (Non-Disclosure Agreement) clause in the contract with the contracting company. The other clients of the contracting company could be considered confidential information, e.g., a client list, which can be covered by an NDA. An NDA will usually have a term for duration and a term for breach consequences. However, it is unlikely that an NDA would apply to prevent disclosure of other companies if the contracting company posts [all? | some?] of their clients publicly, such as in advertisements or blog posts online. For some more information, you may check out this post from LegalTemplates.
I can answer for the U.S., if that's helpful. The general rule, in the United States, is that covenants not to compete are enforceable as long as they are reasonable. What constitutes "reasonable" varies from state to state. Factors considered generally include: What kind of actual harm will come to the business if you go to a competitor? In other words, is this rote language they include in every contract, or did they put it in yours because you know all the secret formulas and have the customer list memorized? Is it reasonable in time, location, and scope? Something preventing you from taking any job anywhere in the United States for ten years won't be enforceable; something preventing you from taking a job with the exact same title in the same industry in the same town for the next six months might be. The general rule at common law was that covenants not to compete were unenforceable restraints of trade; the fact that they're enforceable at all is later law created by each jurisdiction, and that means it's going to vary based on your specific jurisdiction. If you want to know whether it's okay to take a specific job based on a specific non-compete you signed, you will need to talk to a legal professional licensed in your jurisdiction--and even she may not be able to tell you for sure.