At Singleton Reynolds, our people are what makes us great. We come together every day with the common goal of providing exceptional legal services and ensuring we go above and beyond for each and every client.
Learn More
The range of backgrounds of the partners, counsel, associates and staff of Singleton Reynolds enables us to offer a broad range of services.
Singleton Reynolds’ lawyers spend a significant amount of time researching and thinking about how industry or legislative changes could affect your business.
All News
Singleton Urquhart Reynolds Vogel LLP is recognized as a leader in construction and infrastructure, insurance, commercial litigation, real estate and business law.
Singleton Reynolds has offices to serve you in Vancouver and Toronto.
Singleton Reynolds believes in community. Our team members are teaching at Canadian universities and abroad, lecturing the next generation of lawyers.
How was Singleton Reynolds first established? Find out more here.
Recognizing the leadership that contributes to the company successes.
Singleton Reynolds prides itself in being a leader in corporate social responsibility. We encourage diversity, charity, mentorship, civic dedication and neighbourhood support.
Singleton Reynolds strives to understand the balance between your career and your personal goals and encourages our legal and operations staff in the pursuit of their interests outside of the firm.
Our goal is to develop strong lawyers from student right through to partner. Mentoring and training start when you are a student and continue throughout your practice.
We are always on the lookout for talented professionals to contribute to our team. Singleton Reynolds offers a professional and challenging work environment, with a competitive compensation and benefits package.
Exclusion or limitation of liability clauses are contractual terms that limit or exclude the liability of one or more parties to an agreement. Such clauses have three important purposes. They can excuse a party from liability for a particular type of claim altogether, limit the amount that can be claimed against a party, or restrict the time period within which a claim against a party may be brought.
They are also a common way for parties to an agreement to apportion risk and are regularly included in a variety of different agreements, such as commercial leases and joint venture agreements.
An exclusion clause may be relied on as a complete defence to a legal claim or as a way of reducing the amount of damages that one party may be required to pay to another.
For example, in Felty v. Ernst & Young LLP, the British Columbia Court of Appeal found that the defendant accounting firm could rely on an exclusion clause which limited the firm’s liability for negligence to the amount of its fees. The maximum potential damages in that case was thereby reduced from $500,000 to just over $15,000. Similarly, in a 2016 Ontario Court of Appeal case, Suhaag Jewellers Ltd. v. Alarm Factory Inc., the Court held that the exclusion clause in question was a complete bar to liability and dismissed the claim entirely.
Exclusion clauses are closely scrutinized by courts. In order to effectively limit or exclude liability, the clause must be expressed clearly; where there is ambiguity, courts will construe such clauses strictly against the party who wishes to rely on them. The Supreme Court of Canada, in Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), has established the following three-part test, which courts will employ when deciding whether to uphold an exclusion clause:
The first hurdle to overcome when trying to rely on an exclusion clause is establishing that the clause itself applies to the circumstances, so it is important to ensure exclusion clauses are drafted precisely, using plain language, with an eye to the types or value of claims to be excluded.
For example, it is common to see exclusion clauses that attempt to limit a party’s liability for damages or personal injuries unless they are caused by that party’s gross negligence. Parties normally use the term “gross negligence” to signal that conduct worse than simple negligence is required to bring a party outside the protection of an exclusion clause.
However, gross negligence does not have a settled meaning in Canada, and courts do not agree on what conduct constitutes gross negligence vs. negligence. As a result, exclusion clauses should either avoid referring to gross negligence or the agreement should include a definition outlining the kind of conduct that will amount to gross negligence.
Before executing any agreement containing an exclusion clause parties should ensure that the wording of the particular clause has been closely reviewed, preferably by a qualified professional, as any vagueness or uncertainty may result in the clause not being applied to the circumstances.
Singleton Reynolds provides legal services to a number of professions, including architects and engineers, accountants, land surveyors, insurance professionals and finance professionals.
News + Insights | May 10, 2020
Articles | Oct 22, 2019
Firm News | Jan 2, 2019
Or call toll-free at 1-877-682-4404
This field is required