Can I still get in trouble for a leak if I never actually signed an NDA?
Potentially, yes. Ontario law recognizes a general duty not to misuse information that was clearly shared under circumstances signalling it was meant to be kept confidential, even without a signed agreement — for example, if a seller told you plainly that the fact of a possible sale was confidential before sharing anything with you. This is a real legal concept, not just a formality, though it's considerably harder to enforce than a written contract that spells out exactly what's confidential, for how long, and what happens if it's breached.
Without a signed document, a dispute over whether an obligation existed at all, and what it actually covered, becomes a much harder factual argument — there's no clear paper trail showing what you agreed to and when. That uncertainty cuts both ways: it can be harder for the other side to prove you breached something, but it also means you're relying on informal circumstances rather than clear terms. If information was clearly shared in confidence and you're now unsure where you stand after a leak, a Treadstone business lawyer can assess whether an obligation likely existed and what your actual exposure looks like.
Key takeaways
- A general duty of confidence can exist even without a signed NDA, based on the circumstances of disclosure.
- It's real, but far harder to prove and enforce than a written agreement.
- Without a signed document, both what was agreed and what was breached become factual disputes.
- Get advice on your specific exposure rather than assuming no NDA means no risk at all.