contract-law canada corporate-law ontario
What happens when a legally binding document is accidentally filled out wrong?
<p>A friend of mine was hired by a company that has a lengthy onboarding process that has lots of paper work. One document he had to sign contained</p>

<blockquote>
  <p>The following are Developments not covered by Paragraph 5,
  in which I have any right, title, or interest, and which were
  previously conceived or written either wholly or in part by me, but
  neither published nor filed in any Patent Office:</p>
  
  <p>Description of Documents (if applicable):...... Title on Document.......Date on
  Document....Name of Witness on Document</p>
  
  <hr>
  
  <hr>
  
  <hr>
  
  <p>Signed:</p>
  
  <p>Date:</p>
</blockquote>

<p>After they filled it out and sent it to head office they believed they filled it out wrong. Under the description they put “personal projects”, as well as writing “none” on another line. Since the instructions say not to do this and “personal projects” probably isn’t what they were looking for, this contract was filled out wrong.</p>

<p>This is just an example but in general what happens when something legally binding is filled out wrong? Does it invalidate the whole thing?</p>

<p>One of the principles of contract law is that the offer and acceptance are evaluated based on the objectively ascertainable intentions as judged by a reasonable person.</p>

<p>On the facts that you have provided - even if your friend claims that they filled it out wrong, there is no reason for someone to objectively think so, particularly given the fact that they went to the trouble of writing the information in.</p>

<p>However, this will depend on what kind of legally binding document this is. If it is, in fact, a contract, then the employer must accept it before it becomes legally binding, and they must actually communicate this acceptance to your friend (the <strong>offeror</strong>). </p>

<p>If this is a policy document, then it is only legally binding if another contract has said that it is legally binding - generally, (smart) employers will include a clause in their employment contract stating that you are to adhere to policies but that those policies do not form part of the contract. If that is the case, then your friend is legally bound by the terms of the policy and will breach their employment contract if they do not adhere to this policy.</p>

<p>This is unlikely to be an issue of contract law in and of itself - your friend cannot unilaterally bind their employer to terms as he sees fit. More information - including the nature of the document and other agreements that were made - would be required to provide more useful information (and that's what you would give to a lawyer).</p>

<p>This is presumably a confidentiality document that identifies IP, confidential information and so on, where the employee identifies his existing patents etc., agrees to not disclose company information, and w.r.t. this clause identifies stuff that is outside the boundary of company information.</p>

<p>From your description, it looks like the company altered the content of the agreement after the fact, which technically they should not have done. One problem is that you say "they" filled it out, but almost certainly it would be the employee (henceforth "she") filling this out -- since she is supposed to provide information and agree to these restrictions. If the document was changed, something was or is in error, and we don't have enough information to be able to say what is correct and what it the error. For the sake of discussion, let's assume a worst-case scenario (from her perspective) where she identifies a potentially patentable project (let's say, an omnipotent password cracker) that she has been working on in her spare time, which she attempted to identify pursuant to paragraph 8, and listed the relevant documents. But then in this hypothetical, the company modifies the document, striking out that information and writing in "none" – perhaps because a person at the company did not understand what the document was. Nevertheless, the actual agreement would not be irreparably obscured by this modification. If the matter went to trial (because the company wanted to assert rights to the omnipotent password cracker), it should be clear that this product had originally been identified, and was excluded from the confidentiality agreement.</p>

<p>In general, what is enforced by law is the agreement, and the written contract is (very) strong but not absolute evidence of what the agreement is. Rescission is a possible remedy, but it's not applied willy-nilly. So, no, a simple mistake does not invalidate a contract.</p>

<p>When things in a contract are ambiguous, courts generally interpret the ambiguity in favor of the person who received the contract, placing the burden on the provider of the contract to ensure that any important covenants, etc. are unambiguously specified.</p>

<p>It won't help that your friend wrote “personal projects”, which is pretty ambiguous.</p>

<p>In general, no, a simple mistake does not invalidate a contract.</p>
