Lawyer’s Review Clause

Business Terms


Does the Lawyer’s review clause provide a free walk?


No, the lawyer’s review clause doesn’t provide a free walk. There still needs to be something of substance. An important issue is whether or not this clause is interpreted widely to include “business terms” or whether it’s restricted to “legal terms”.

There are no Ontario or Supreme Court of Canada cases on point. The decisions elsewhere are split down the middle. Some jurisdictions go one way and others, the other way. In Canada, there are a couple of cases in Manitoba and Alberta which have opted for business terms which would provide a much broader latitude.

In order to protect the Buyer’s interests, then clause should clearly specify “business terms”.

Brian Madigan LL.B., Broker

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