Open-Ended Agreement Definition:
A contract silent as to an essential term left either to the discretion of one of the contracting parties, or in making the duration of the contract indefinite.
An agreement which leaves to one of the parties a certain amount of discretion to define the scope or precise measure of their obligations under it, or an agreement for an indefinite period of time.
In Wiltcher v Bradley, home-owners gave a construction company general, oral instructions to renovate their home ("extensive repairs and remodelling of their home and to construct a three-car garage with an overhead apartment"). The Court described the contract as an open-ended contract.
Typically, the term which is not defined in the contract and which is left open, is an end date. Thus, an open-ended agreement is an agreement or contract which does not have an ending date but which will continue for as long as certain other conditions, identified in the agreement, exist.
Many employment contracts are open-ended in that they are not for a set period of time. Further, where contracts of employment for set periods of time are renewed time and time again, a point may be reached where, notwithstanding that employment is at all time stated to be for a set period of time, to be indefinite. See, for example, Ceccol v Ontario Gymnastics Federation where Justice Macpherson wrote:
"(T)he courts require unequivocal and explicit language to establish such a (fixed term) contract, and will interpret any ambiguities strictly against the employer’s interests. It seems to me that a court should be particularly vigilant when an employee works for several years under a series of allegedly fixed term contracts. Employers should not be able to evade the traditional protections of the (employment standards statute) and the common law by resorting to the label of fixed term contract when the underlying reality of the employment relationship is something quite different, namely, continuous service by the employee for many years coupled with verbal representations and conduct on the part of the employer that clearly signal an indefinite term relationship."
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