Canadian Lawyer

November/December 2019

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62 www.canadianlawyermag.com important to clarify what the terms of the agreement will be, and then counsel should send over detailed documents containing all the terms, Rudner says. Employees should also be asked to sign full and final releases for a severance package or similar agreement. "That would also preclude them from filing a claim later on." And dismissed employees should "get a lawyer!" he says. Although someone who has just lost a job may not want to incur legal costs, "they might leave a whole lot of money on the table," he says, and the employer may agree to pay legal costs. Sherrard says the case represents "a caution to all of us to be very careful in our approach in settlement discussions and also in discussions with clients. You may have a negotiation orally, but you always want to bring it back down to writing," he says, adding that it is often in the parties' interests to attempt to negotiate or find a compromise. LEGAL REPORT WORKPLACE LAW Sherrard also notes that the Bombardier decision was "consistent in a line of cases." The motions judge in Bombardier referred to the case of Ferron v. Avotus Corp for the proposition that a settlement will be enforced where the parties have agreed on all essential terms. Although he concluded that this had not occurred in the Bombardier case, the Divisional Court concluded otherwise. Perhaps the main takeaway from the decision is that, in order for a contract to be binding, all that is needed is an offer, an acceptance of that offer and an exchange of value (either actual or promised), says Ledger wood. Signing or executing a contract only goes to proof of the agreement and is not actually a necessity to form an agreement, he adds. "On TV, it's always about signing the deal," Ledgerwood says. "But, in reality, signing the deal is maybe the least important thing that we do in order to make it binding. As long as we agree on the essential terms of the deal, you have an enforceable contract, and that's what this case suggests." "It's a caution to all of us to be very careful in our approach to settlement discussions and also in discussions with clients." Michael Sherrard, Sherrard Kuzz LLP New Edition Corporate Governance for Directors Carol Hansell, B.A., M.A., LL.B., M.B.A. Thousands of directors have relied on What Directors Need to Know: Corporate Governance, the first edition of this book. Now, the thoroughly updated Corporate Governance for Directors addresses the current issues facing directors. Corporate Governance for Directors taps into some of the best practices in corporate governance from across Canada and the U.S. to fully explain: • The basics of being a director • The relationship between the board and management • The governance rights of shareholders and their relationship with the Board • Management structure and roles • Specific issues for Crown corporations and not-for- profit corporations • Distinctions between Canadian and U.S. law and practice • The evolution of governance in Canada • Current issues such as climate change, privacy, cybersecurity risks, diversity issues, and the #metoo movement – a requirement for well-informed decision-making In a "Cases and Crises" section, this edition also catalogues 30 of the most important governance events in Canada in the last 15 years. Creating value with effective corporate governance Available risk-free for 30 days Online: store.thomsonreuters.ca Call Toll-Free: +1 800 387 5164 In Toronto: 416 609 3800 Order # L7798-9162 $96* Softcover October 2019 approx. 250 pages 978-0-7798-9162-7 *Effective September 3, 2019, our pricing has been adjusted to include shipping and handling. Price(s) subject to change without notice and subject to applicable taxes. © 2019 Thomson Reuters Canada Limited TR894811-NM NEW

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