Limiting Contractual Liability for Breaching the Duty of Good Faith

Jassmine Girgis of the University of Calgary looks at the latest appellate decision on the duty of good faith, sharing that the Ontario Court of Appeal recently confirmed that while parties cannot contract out of the duty to exercise contractual discretion in good faith, they may validly limit their liability for breaching that duty through a clear limitation of liability clause, provided the clause does not undermine the doctrine’s minimum core.

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