- A later, more complete document can supersede an earlier one — especially where it contains an "entire agreement" clause stating it replaces all prior discussions and documents.
- If your offer letter promised something — a bonus structure, a notice period, a specific title — and the later contract you were asked to sign contradicts it, don't assume the later…
Many Ontario employees sign two documents before their first day: a short offer letter with the headline terms, and then a longer, more detailed employment contract that arrives later — sometimes after they've already started work. When the two documents don't match, knowing which one actually governs matters, because the gap between them can be the difference between a generous notice entitlement and a bare legislative minimum.
This is a more common problem than it sounds. Offer letters are often drafted quickly, sometimes by someone in HR without legal review, while the formal contract that follows is usually written or reviewed by a lawyer and tends to favour the employer.
How the Two Documents Usually Interact
| Offer Letter | Employment Contract | |
|---|---|---|
| When signed | Often first, before start date | Sometimes before, sometimes after start date |
| Typical detail level | Brief — salary, title, start date | Detailed — termination, benefits, restrictive covenants |
| Who usually drafts it | HR or hiring manager | Legal counsel or HR using legal templates |
| Common conflict point | Termination entitlements, bonus terms | Same, plus non-compete or non-solicit clauses |
General Principles Courts Apply
- A later, more complete document can supersede an earlier one — especially where it contains an "entire agreement" clause stating it replaces all prior discussions and documents. If both documents were genuinely part of the same hiring process and the formal contract clearly finalizes the terms, it will often be treated as the governing document.
- New consideration is generally required for new, less favourable terms introduced after you've already accepted the job or started working. Continuing to show up for work is usually not, on its own, treated as sufficient consideration for a brand-new contract that takes away rights you already had under the offer letter — something of new value, such as a raise, a bonus, or a promotion, is typically expected to support a genuinely new agreement.
- Genuine ambiguity is generally read against the party that drafted the document — which, in almost every case, is the employer. If a clause could reasonably be read two ways, the interpretation more favourable to the employee tends to prevail.
- A contract signed without the employee having a real opportunity to review or negotiate it may face challenges to its enforceability, particularly around specific, employee-unfavourable clauses like termination limits.
What This Means in Practice
If your offer letter promised something — a bonus structure, a notice period, a specific title — and the later contract you were asked to sign contradicts it, don't assume the later document simply "updates" your deal. Whether it actually does depends on timing, what, if anything, you received in exchange for the new terms, and how clearly the new contract was presented to you.
What to Do If the Documents Conflict
- [ ] Keep both documents — the original offer letter and every version of the contract you were asked to sign
- [ ] Note the date you received each document relative to your start date
- [ ] Identify exactly which term differs: compensation, notice, bonus eligibility, or restrictive covenants
- [ ] Check whether you received anything new in exchange for signing the later contract
- [ ] Get legal advice before signing anything that appears to take away a benefit from your original offer
If you've already signed the later contract, it isn't necessarily the end of the analysis — an unenforceable term doesn't become enforceable just because you signed it, particularly where it falls below the legislated minimum.
Frequently asked questions
If I already signed the formal contract, am I stuck with its terms?
Not automatically. A signed contract can still be challenged if it was signed without proper consideration when it introduced new, less favourable terms, or if a specific clause — commonly a termination clause — is otherwise unenforceable. Signature alone doesn't cure every legal defect.
Does it matter if I never actually signed the follow-up contract?
Yes, potentially a great deal. An unsigned document is generally weaker evidence of an agreed term than one both parties actually signed, though conduct — like continuing to work under its terms without objection — can sometimes be treated as informal acceptance depending on the circumstances.
What if the offer letter says the formal contract "will follow" and will govern?
That kind of language can support the formal contract being the governing document once it's properly presented and, where required, supported by fresh consideration. It doesn't automatically override the consideration and enforceability issues described above.
Should I get a contract reviewed before I sign it, even if I already have a verbal offer?
Yes. A quick legal review before you sign — not after a dispute arises — is generally the cheapest and most effective way to avoid this problem entirely, especially for termination and restrictive covenant clauses.
This is a litigation question
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