In my series on legal doublets, I argued that the real test of a contract isn't whether it uses the right words. It's whether the person reading it actually understands what they agreed to. The Court of Appeal said much the same thing in Baker v Van Dolder's Home Team Inc, 2026 ONCA 568, when it warned against a legalistic "magic words" approach to termination clauses (para 31).
If understanding is the test, then who you're writing for changes what clear drafting looks like. So over the next three posts, I'm taking one termination clause and writing it three ways:
- Part 1: the formal, legalistic version you'd find in a typical employment contract
- Part 2: the same clause in plain language
- Part 3: the same clause written for a reader who is decidedly not a corporate HR department
Same obligations in all three. Very different reading experiences.
Here's the first one. It's the kind of clause many employers actually use, and nothing in it is unusual. Read it once, the way an employee would on their first day, and see how much you take in.
The clause
7. TERMINATION OF EMPLOYMENT
7.1 Termination Without Cause. The Employer may terminate the Employee's employment at any time without cause by providing the Employee with the minimum notice of termination, or termination pay in lieu thereof, required by the Employment Standards Act, 2000, SO 2000, c 41, as amended (the "ESA"), plus an additional two (2) weeks' notice or pay in lieu thereof, together with severance pay, if any, required by the ESA. The Employer shall continue the Employee's benefits for the minimum period required by the ESA. The Employee agrees that the foregoing shall be in full and final satisfaction of any and all entitlements to notice, pay in lieu of notice, severance pay or damages arising from the termination of the Employee's employment, whether under the ESA, at common law or otherwise.
7.2 Termination for Cause. The Employer may terminate the Employee's employment at any time for cause without notice or pay in lieu thereof. Notwithstanding the foregoing, where the Employee's conduct does not constitute wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Employer, within the meaning of the ESA and its regulations, the Employee shall be provided with the minimum notice or termination pay in lieu thereof, severance pay, if any, and benefits continuation required by the ESA, and nothing further.
7.3 ESA Minimums. In the event that any provision of this Agreement provides the Employee with less than the minimum entitlements required by the ESA, the Employee shall receive the minimum entitlements required by the ESA in lieu thereof, and the remaining provisions of this Agreement shall continue in full force and effect.
7.4 Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the Employer and its successors and permitted assigns.
That's about 300 words. Plenty of people sign a clause like this after skimming the first line.
What it actually says
Strip away the formality and the clause does five things:
- Without cause: the employer can end your employment at any time. You get your ESA notice (or pay instead of notice) plus two more weeks, ESA severance if you qualify, and your benefits for the ESA notice period.
- That's all: "in full and final satisfaction" means you give up any claim to more, including common law reasonable notice.
- With cause: the employer can end your employment for cause without notice. If your conduct meets the statutory standard of wilful misconduct, set out in the ESA's regulations (O Reg 288/01, s 2(1)3), you lose your notice, pay in lieu and severance. If it doesn't, you still get your ESA minimums, but not the extra two weeks.
- ESA wins: if anything in the agreement gives you less than the ESA, the ESA applies instead.
- It survives a sale: the clause binds whoever takes over the employer's rights.
Spot the doublets
If you read the doublets series, some of this will look familiar:
- "any and all": pure emphasis, no extra meaning
- "full and final": a settlement-style flourish. "Full satisfaction" says it.
- "in full force and effect": force and effect mean the same thing here
- "enure to the benefit of and be binding upon": this one earns its place. It covers both the rights and the obligations under the agreement, the same way "successors and permitted assigns" covers two different routes into the employer's shoes.
Then there's the vocabulary: "thereof," "the foregoing," "notwithstanding," and "shall" in place of "will." None of it adds a single obligation.
Formal isn't safer
It's easy to assume that a clause written like this must be airtight. It isn't, for three reasons.
1. Courts read the whole thing in context. In Baker, the Court held that contracts should be read as a whole, "giving the words used their ordinary and grammatical meaning," in light of the surrounding circumstances (para 30). Formal words don't earn extra weight. They just give a court more to interpret.
2. Real ambiguity helps the employee. If a termination clause can reasonably be read more than one way, courts prefer the reading that benefits the employee (Baker, para 29, citing Wood v Fred Deeley Imports Ltd, 2017 ONCA 158). Every unnecessary word is another chance to create that second reading.
3. The scary parts often matter less than you'd think. "At any time" sounds like the employer can do anything. After Baker, it doesn't mean that. The Court held that "at any time" just means a termination is valid whenever it happens, not that the employer can ignore the ESA (para 47).
The parts that do matter
Two provisions in this clause carry real legal weight, and they're easy to miss.
The safety valve in 7.2. The sentence beginning "Notwithstanding the foregoing" preserves your ESA minimums even if you're fired for cause, unless your conduct meets the statutory test. That's exactly what saved the clause in Baker (para 73), and exactly what was missing in Ghazvini v Canadian Imperial Bank of Commerce, 2026 ONCA 766, where the Court struck the whole termination scheme down. Under Waksdale v Swegon North America Inc, 2020 ONCA 391, a defective "for cause" clause takes the "without cause" clause down with it.
The "ESA minimums" clause in 7.3. A clause like this can help show that the employer meant to comply. In Baker, the Court relied on one to confirm what "at any time" meant (paras 45 and 46). But it can't rescue a provision that breaks the rules on its face. That's Rossman v Canadian Solar Inc, 2019 ONCA 992, and the Court of Appeal applied it again in Ghazvini.
In other words, the most important sentence in this whole clause starts with "Notwithstanding the foregoing," which is exactly the kind of phrase most readers skip.
What this means for you
- Don't be intimidated by formal language. It isn't more enforceable. It's just harder to read.
- Look for the safety valve. Find the "for cause" paragraph and check whether it preserves your ESA minimums. If it doesn't, the whole clause may be unenforceable.
- If you can't tell what it says, that matters. Genuine ambiguity is resolved in your favour.
- Get it reviewed before you rely on it, especially if you're being let go. These clauses are where most of the money in a wrongful dismissal claim is won or lost.
Next time: the same clause, the same obligations, in plain language. It's a lot easier to read.
