Toronto Personal Services Contract Litigation Lawyers
Consulting Agreement Litigation lawyers in Ontario
Gilbertson Davis LLP has lawyers with experience in the resolution of disputes concerning contracts and agreements of diverse subject matter in a wide variety of businesses and industries.
Personal Services Contracts | Professional Services Agreements | Consulting Services Contracts
Personal services contracts, sometimes referred to as professional services agreements, are designed to bind specific parties with certain skills or talents, which are not easily substituted, to perform specific activities. These contracts have a long history in the law, with their roots in the Latin maxim Servitia Personalia Sequuntur Personam which translates to Personal Services Follow the Person. The purpose of these personal services contracts is to ensure that the specific individual with their unique talent is bound to comply, and that a replacement is not sufficient for performance. As a result, personal services contracts cannot typically be assigned without the consent of the other party to the contract.
Examples of Personal Services Contracts
Personal services contracts are commonly used in finance, the performing arts, entertainment, sports, design, healthcare, and law. Some examples include, a contract between a caregiver and an elderly individual, a contract providing that a certain musician will perform, a contract whereby a specific celebrity is to endorse an event or product, a contract for a professional athlete, or a contract for a writer to produce a certain work product. It is important to note that the government may also enter into personal services contracts with an individual or individuals. Personal service contracts may also arise when a consulting or advisory relationship is formed, for example, contracts relating to advice on the Scientific Research and Experimental Development (SR&ED) Tax Incentive Programs.
How Disputes Arise
Disputes can arise from personal services contracts in a variety of ways. Termination of the professional services agreement may be an issue, the duration of the contract may be ambiguous, the standard of service may be disputed, and even whether outsourcing or consulting is permitted may be unclear. A party to the contract may neglect to perform their contractual duty, or may perform their services in a negligent or unsatisfactory manner. There may also be concerns with the formation of the contract such as a lack of capacity, undue influence, or unconscionability. Parties may have also entered into such a contract due to fraudulent or negligent misrepresentation.
When a personal services contract is breached, Courts are often reluctant to enforce a contract for personal services through specific performance due to difficulties in supervision and a desire not to compel another against their will. While Courts are reluctant to order specific performance, it is not automatically precluded as an option, and may be allowed in unique circumstances.
More commonly however, the party that breached the contract may be ordered to pay damages, or in the alternate, restitution to reimburse an individual for another party’s unjust enrichment. Injunctions are often available to prevent the employee from working for another employer or to prevent the employer from dismissing the employee.
Force majeure clauses may also exist that allow for the termination of the contract or postponement of a party’s obligations or covenants where events occur that: (a) were outside the control of the parties, and (b) makes complying with the contract impossible. Where a force majeure provision is absent or inapplicable, parties may be able to rely on the common law principle of frustration, though frustration is more limited in its application. Cancellation, rectification, or rescission of the personal services contract may also be available remedies.
Why Gilbertson Davis LLP?
Gilbertson Davis LLP can advise as to your rights and obligations in relation to your personal services contract, as well as possible available legal remedies in the event of a breach. Gilbertson Davis LLP can serve your needs with lawyers who have experience in various related practice areas. We strive to resolve our clients’ disputes efficiently through the provision of quality legal services at reasonable rates. Gilbertson Davis LLP can provide you with sound advice and results-oriented representation.
Please contact Gilbertson Davis LLP to arrange an initial consultation.
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