We have all bound ourselves to internet agreements – especially this time of year. Whether you book your vacation online, buy that gift on Amazon, or as in the case below, sign your employment agreement online, be careful what you click through.
A recent Court of Appeal case could affect the way courts interpret click-through agreements. In Battiston v Microsoft Canada Inc., the Court held that when an individual makes a conscious decision to not read through the terms of a contract and clicks that they have read and understood the agreement, they are legally bound by the terms.
The case centres around a wrongful dismissal action by Battison claiming his entitlement to previously granted stock awards vested during his termination notice period. Microsoft Canada argued that the stock awards agreement states that any unvested stock awards will not vest with an employee if their employment is terminated.
The Trial Court originally held that the stock terms were harsh and oppressive, therefore making them unenforceable. Additionally, the Court held that Battiston did not receive notice of the terms and due to the harsh provisions, they must be called to the attention of the party entering the contract.
Microsoft Canada appealed this decision and the Ontario Court of Appeal found that the trial judge erred in finding that notice had not been provided to the employee. The Appeal Court stated that the trial judge failed to consider:
- Battiston expressly agreed to the terms of the agreement for 16 years;
- Battiston made a conscious decision not to read the agreement even though he indicated by clicking the box that he read and understood the agreement;
- Battison mispresented his agreement to the terms and put himself in a better position than an employee who did not misrepresent thereby taking advantage of his own wrong.
In the end, the Court of Appeal believed that Microsoft Canada only needed to bring the entire stock plan to the attention of Battison as he certified that he read and understood the agreement by clicking the box online.
Now What?
Without an appeal of the Court of Appeal’s decision, it is important to remember the following:
- When you click consent to a long list of terms and conditions online, be aware that you may be held to those terms and conditions no matter how onerous or unexpected.
- When contract terms are challenged, the courts will examine the manner in which the business presented its terms and conditions to the consumer/employee to determine whether they should be bound by those terms. Sometimes, businesses are required to flag potentially harsh or unusual provisions. Sometimes, a click is all that is required.
- Be careful what you click. If the contract is important to you, spend the time to read the terms and conditions.
This article contains general information only, based on the laws of Ontario and is not intended to provide a legal opinion or advice. Readers may contact the writer Catherine Willson at willson@gsnh.com or 416 597-6488 with any questions.