Current Month (February 2026)
“Time of the Essence” Clauses Head to the Supreme Court of Canada
By Michael Disney, Jonathan Bilyk, Kevin Greenspoon, and Jordan Altman, Davies
A “time is of the essence” (“TOE”) clause may be the most contentious boilerplate provision in Canadian contract law, judging by the volume of Canadian case law that it has generated. As a form of legal shorthand, the clause communicates the parties’ agreement that a time limit in a contract is essential and that a breach of that limit (no matter how trivial) will permit the innocent party to terminate the contract. Notwithstanding that its basic legal meaning has long been settled, disputes over its application in particular contracts continue to be litigated. The Supreme Court of Canada will now have an opportunity to weigh whether a TOE clause functions well as shorthand for sophisticated parties, or more often sets a trap for the unwary. To read more about this development, see our full update “‘Time of the Essence’ Clauses Head to the Supreme Court.”
