The Business Law Group advises buyers and sellers with asset acquisitions and developing standard terms of sale. In Ontario, the two principal statutes devoted to commercial sales transactions are the Sale of Goods Act (SGA) and the International Sale of Goods Act (ISGA).

We handle international sales transactions for parties in separate countries governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) or jurisdiction which leads to the application of the CISG. The CISG is only applicable to commercial sales and not the sale of consumer goods. We assist international businesses with CISG transactions, including opting out or excluding its application entirely.

We handle commercial and consumer sale of goods in Ontario governed by the SGA. We deal with transaction specific scenarios where parties seek to override some of the governing default legislation to the transaction. The Business Law Group handles disputes and negotiates terms of settlement which may arise in the context of deposits, an unpaid seller, quality of goods and delivery.

As business people, we are skilled in both commercial sales transactions and the legal precautions which should be taken.   We persuasively negotiate and execute commercial sales transaction terms for developers, manufacturers, construction companies and public service companies.

What if a Seller Breaches a Condition?

The SGA distinguishes conditions and warranties based on the remedy available to the buyer where there is a breach. Generally breach of a condition provides the buyer an election to rescind the contract, reject the goods that are subject to the contract, and treat the contract as repudiated by the seller, the buyer may have a remedy for damages.

Alternatively, the buyer may affirm the contract and claim damages against the seller for breach of contract.

What if a Seller Breaches a Warranty?

Where there is a breach of warranty, the SGA generally provides only a claim for damages for breach of contract, without the option to rescind the contract and reject the goods. It can be often ambiguous whether the breach is a condition or warranty. We advise buyers and sellers on the appropriate recourse for damages in the context of these breaches.



What are some Remedies for a Breach under the CISG?

The CISG provides the buyer with a number of remedies for breach of contract. The buyer has a right to claim damages for a breach of any of the seller’s obligations. Beyond simply claiming damages, some remedies include declaring the contract avoided; seeking specific performance; requesting substitute goods; reducing the price; and extending the time for performance.

As business people, we are dedicated to helping businesses realize their objectives. Our business, is helping your business.

416-DEFENCE | 416-333-3623