Termination on reasonable notice?

Sometimes framework contracts do not have an express termination provision. That does not mean the contracts are perpetual or terminable on reasonable notice. The surrounding circumstances will determine that issue.

Today's Court of Appeal decision in 1397868 Ontario Ltd. v. Nordic Gaming Corporation (Fort Erie Race Track), 2010 ONCA 101sets out some of those considerations:



[24] The agreement contemplates that the two parties would work together with 139 operating a food and beverage service and maintaining the premises, and Nordic running the OTB operation in the premises. Thus, they would have to work together closely and co-operation would be important. While the relationship created by the agreement was not one of employment, partnership or, strictly speaking, for personal services – which are the types of contracts into which courts routinely imply terms of termination on reasonable notice – it did involve many of the same components, such as the need for trust, confidence and satisfaction.