1. Contract Law: Legality Douglas Wilhelm Harder, M.Math. LEL Department of Electrical and Computer Engineering University of Waterloo Waterloo, Ontario, Canada ece.uwaterloo.ca dwharder@alumni.uwaterloo.ca © 2013 by Douglas Wilhelm Harder. Some rights reserved.

2. Outline An introduction to the engineering profession, including: –Standards and safety –Law: Charter of Rights and Freedoms, contracts, torts, negligent malpractice, forms of carrying on business –Intellectual property (patents, trade marks, copyrights and industrial designs) –Professional practice Professional Engineers Act Professional misconduct and sexual harassment –Alternative dispute resolution –Labour Relations and Employment Law –Environmental Law 2 Legality

3. Contract Law The five essential elements of a contract are: –An offer is made and accepted –There is mutual intent to enter into the contract –Consideration –Capacity to contract –Lawful purpose Legality 3

4. For an agreement to be legally enforceable, it must have a legal purpose –They must satisfy both statute and common-law precedence Legality 4

5. Bankruptcy and Insolvency Act Legality 5

6. Competition Act Legality 6

7. Construction Lien Act Legality 7

8. The Requirement to Licence Legality 8

9. Contrary to Public Policy By common-law precedence, any contract that is against public policy may be illegal or void –Public policy doctrine are those principles that form the social, moral and economic foundation of the state Legality 9

10. Contrary to Public Policy Public policy, n. The principle that prospective injury to the public good is a basis for refusing to enforce a contract which would otherwise be valid. www.oed.com Also described as the public policy doctrine Legality 10

11. Contrary to Public Policy Most obviously, a contract that may aid an enemy state or harm the relationship with a friendly state may be declared void as being against public policy Legality 11

12. Contrary to Public Policy What is public policy relevant to engineering? Freedom of trade Any term in a contract that restricts trade may be seen to be contrary to public policy –Non- competition clauses must continue to allow the individual in question to continue to make a living –The time and space restraints in non-competition clauses must be reasonable Courts will not reinterpret unacceptable non-competition clauses; they will simply render them void Legality 12

13. Contrary to Public Policy There is also the doctrine of evasion: –You cannot enter into a contract simply to evade a responsibility you have to the state Examples: –You cannot enter into a contract for the sole purpose of evading taxes –Loopholes in the tax code, however, may be exploited—it is not the purpose of the court to close loopholes made by the Legislature Legality 13

14. Contrary to Public Policy A contract cannot have a term to cause the breach of a term in another contract Legality 14

15. References [1]D.L. Marston, Law for Professional Engineers, 4th Ed., McGraw Hill, 2008. [2]Julie Vale, ECE 290 Course Notes, 2011. [3] Wikipedia, http://www.wikipedia.org/ These course slides are provided for the ECE 290 class. The material in it reflects Douglas Harder’s best judgment in light of the information available to him at the time of preparation. Any reliance on these course slides by any party for any other purpose are the responsibility of such parties. Douglas W. Harder accepts no responsibility for damages, if any, suffered by any party as a result of decisions made or actions based on these course slides for any other purpose than that for which it was intended. 15 Legality