What makes a commercial contract legally enforceable in Ontario?

For a commercial contract to be enforceable in Ontario, it must satisfy a few core requirements. There must be a clear offer, acceptance of that offer, and consideration — meaning each side must give something of value. The parties must also have the legal capacity to contract (for example, corporations acting through properly authorized officers), and the agreement must not be for an illegal purpose.

Beyond those basics, clarity matters enormously. Courts interpret contracts based on the plain meaning of the words used, so vague or contradictory language can make a term unenforceable even when both sides intended to be bound. Contracts for certain things — like land purchases or agreements that cannot be completed within a year — must also be in writing to be enforceable.

Ontario's Sale of Goods Act and the Electronic Commerce Act can fill some gaps, but they do not save a fundamentally deficient agreement. If you are unsure whether your arrangement meets these requirements, having a lawyer review the contract before you rely on it can prevent costly disputes later.