# Termination clause check ## Get an answer with one URL Fetch this. It returns a real answer as markdown, with every step cited and a signed receipt: https://mithril.law/employment/termination-clause-check.md?clauseText=The%20Company%20is%20entitled%20to%20terminate%20your%20employment%20at%20any%20time%20without%20cause%20by%20providing%20you%20with%202%20weeks'%20notice%20of%20termination%20or%20pay%20in%20lieu%20thereof%20for%20each%20completed%20or%20partial%20year%20of%20employment%20with%20the%20Company.%20If%20the%20Company%20terminates%20your%20employment%20without%20cause%2C%20the%20Company%20shall%20not%20be%20obliged%20to%20make%20any%20payments%20to%20you%20other%20than%20those%20provided%20for%20in%20this%20paragraph.%20The%20payments%20and%20notice%20provided%20for%20in%20this%20paragraph%20are%20inclusive%20of%20your%20entitlements%20to%20notice%2C%20pay%20in%20lieu%20of%20notice%20and%20severance%20pay%20pursuant%20to%20the%20Employment%20Standards%20Act%2C%202000.&signedWhen=after_start_terms_agreed_before&gotSomethingNewForSigning=unsure&hadCommissionsOrBonus=no&payroll=yes That URL uses the worked example's facts. For the person's own answer, put their facts in the query string the same way (dotted names, one parameter per fact). If a fact is missing or unclear, the answer lists it with the next URL to fetch. The same answer as JSON: https://mithril.law/api/v1/operations/employment.termination_clause_check/run?clauseText=The%20Company%20is%20entitled%20to%20terminate%20your%20employment%20at%20any%20time%20without%20cause%20by%20providing%20you%20with%202%20weeks'%20notice%20of%20termination%20or%20pay%20in%20lieu%20thereof%20for%20each%20completed%20or%20partial%20year%20of%20employment%20with%20the%20Company.%20If%20the%20Company%20terminates%20your%20employment%20without%20cause%2C%20the%20Company%20shall%20not%20be%20obliged%20to%20make%20any%20payments%20to%20you%20other%20than%20those%20provided%20for%20in%20this%20paragraph.%20The%20payments%20and%20notice%20provided%20for%20in%20this%20paragraph%20are%20inclusive%20of%20your%20entitlements%20to%20notice%2C%20pay%20in%20lieu%20of%20notice%20and%20severance%20pay%20pursuant%20to%20the%20Employment%20Standards%20Act%2C%202000.&signedWhen=after_start_terms_agreed_before&gotSomethingNewForSigning=unsure&hadCommissionsOrBonus=no&payroll=yes No sign-in needed. Checks the wording of an Ontario employment contract’s termination clause for defects the Court of Appeal has recognized. Call when a person's employment contract says what they get when the job ends, usually after employment.severance_check returned the reason termination_clause. Ask the person to paste the clause word for word, including any separate cause or probation wording, and ask when they signed it. The result lists signals, each with its citation. It never says the clause holds or fails: the boundary is always needs_lawyer. ## Facts - `clauseText`: Paste the part of your contract about ending the job, word for word. Include any part about probation. (text, required) - `causeClauseText`: If your contract has a separate part about being fired for cause or misconduct, paste it here word for word. (text, optional) - `signedWhen`: before_start: before your first day. after_start_terms_agreed_before: after you started, but it only wrote down terms you had already agreed to. after_start_new_terms: after you started, and it added new terms. unsure: you don’t know. (one of: before_start, after_start_terms_agreed_before, after_start_new_terms, unsure, required) - `gotSomethingNewForSigning`: Only if you signed after starting work: yes if you got a raise, bonus, promotion or other new benefit in exchange for signing. (one of: yes, no, unsure, optional) - `hadCommissionsOrBonus`: yes if part of your pay was commissions, or a bonus you earned by a set formula rather than at the employer’s choice. (one of: yes, no, unsure, required) - `payroll`: yes, no, or unsure. Count all its employees’ wages, in Ontario and elsewhere. (one of: yes, no, unsure, optional) - `employerContinuedBenefits`: yes, no, or unsure. Leave out if you had no benefits. (one of: yes, no, unsure, optional) - `dateSigned`: If you know it. (date, YYYY-MM-DD, optional) ## Price Free. Preview: a lawyer has not yet verified every rule behind this tool. ## The law behind it - Clause check: “at any time”, “sole discretion”, “for any reason” (unverified): When the clause says 'at any time', 'sole discretion' or 'for any reason': a note, not a defect, if the wording refers to the ESA, employment standards legislation, 'statutory' or 'the Act', because the Court of Appeal held these words, read in a contract that shows an intent to give the ESA minimums, do not conflict with the ESA (Baker, paras. 47, 53, 61-62). Otherwise a possible issue: the Superior Court held such wording void in Dufault (2024 ONSC 1029, para. 46), the Court of Appeal did not decide that point on appeal (2024 ONCA 915, para. 25), and Baker reads the words in the context of the whole contract, which the check cannot see. - Baker v. Van Dolder's Home Team Inc., 2026 ONCA 568: https://canlii.ca/t/kmgml - Dufault v. The Corporation of the Township of Ignace, 2024 ONSC 1029: https://canlii.ca/t/k46k4 - Dufault v. Ignace (Township), 2024 ONCA 915: https://canlii.ca/t/k8g1s - Clause check: base salary only (unverified): When the clause limits pay to base salary, base pay, base wages or base rate, or excludes commissions, bonus or incentive pay: a strong sign of a defect if the person was paid commissions or a formula bonus, a possible defect if not sure, and a note if not. Commissions are wages, so a clause that pays termination pay on base salary alone contracts out of ss. 60 and 61, and the whole clause is void (North, paras. 10-12, 24). - Employment Standards Act, 2000, s. 1(1): https://www.ontario.ca/laws/statute/00e41 - Employment Standards Act, 2000, s. 61: https://www.ontario.ca/laws/statute/00e41 - North v. Metaswitch Networks Corporation, 2017 ONCA 790: https://www.ontariocourts.ca/decisions/2017/2017ONCA0790.htm - Clause check: benefits during the notice period (unverified): Reading the clause outside the cause sentences: a strong sign of a defect when it says benefits cease, end, terminate, stop or are discontinued at termination, or 'no benefits', unless it also says benefits continue as the ESA, a statute, legislation or a minimum requires; or when it says its payments are all the person gets ('inclusive of all', 'in full satisfaction', 'full and final', 'not be obliged to make any other payments', 'no other payments', 'only payments', 'payments provided for in this paragraph', 'no further entitlements') without continuing benefits as the ESA requires and without incorporating the ESA's entitlements generally. A clause like that contracts out of the benefit contributions the ESA requires during the notice period (ss. 60(1)(c), 61(1)(b); Wood, paras. 56-57; Cormier, paras. 16-17). A clause that is silent on benefits is not flagged (Wood, paras. 53-55, discussing Roden). If the employer did continue benefits, the check adds that this does not fix the clause (Wood, paras. 44-51; Waksdale, paras. 8, 11). - Employment Standards Act, 2000, s. 60: https://www.ontario.ca/laws/statute/00e41 - Employment Standards Act, 2000, s. 61: https://www.ontario.ca/laws/statute/00e41 - Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158: https://www.ontariocourts.ca/decisions/2017/2017ONCA0158.htm - Cormier v. 1772887 Ontario Limited (St. Joseph Communications), 2019 ONCA 965: https://www.ontariocourts.ca/decisions/2019/2019ONCA0965.htm - Waksdale v. Swegon North America Inc., 2020 ONCA 391: https://www.ontariocourts.ca/decisions/2020/2020ONCA0391.htm - Clause check: firing for cause (unverified): The check looks for sentences that mention cause (not counting 'without cause') and deny notice, pay, compensation, severance or further payments. If there are none, no signal. If the cause wording keeps the ESA minimum ('except', 'other than', 'save', 'subject to', 'unless' or 'in addition to' followed within 160 characters by the ESA, employment standards legislation, a statutory minimum or minimum entitlements; or cause defined in the ESA's words 'wilful misconduct, disobedience or wilful neglect of duty'): a note that this is consistent with the ESA (Baker, paras. 72-73, 79). If it does not, but the contract says the ESA will prevail or be complied with: a possible defect, not yet decided (Dufault (ONCA), para. 22; Baker, paras. 45-46, 73). Otherwise a strong sign of a defect: cause short of wilful misconduct cannot remove ESA entitlements (O. Reg. 288/01, ss. 2(1) para. 3, 9(1) para. 6; Render, paras. 79-80; Dufault (ONCA), paras. 17-18, 22), and one illegal termination provision voids them all (Waksdale, para. 10; Dufault (ONCA), paras. 23-24). - O. Reg. 288/01 (Termination and Severance of Employment), s. 2: https://www.ontario.ca/laws/regulation/010288 - O. Reg. 288/01 (Termination and Severance of Employment), s. 9: https://www.ontario.ca/laws/regulation/010288 - Render v. ThyssenKrupp Elevator (Canada) Limited, 2022 ONCA 310: https://www.ontariocourts.ca/decisions/2022/2022ONCA0310.htm - Dufault v. Ignace (Township), 2024 ONCA 915: https://canlii.ca/t/k8g1s - Waksdale v. Swegon North America Inc., 2020 ONCA 391: https://www.ontariocourts.ca/decisions/2020/2020ONCA0391.htm - Baker v. Van Dolder's Home Team Inc., 2026 ONCA 568: https://canlii.ca/t/kmgml - Clause check: what follows (unverified): The clause check always ends with a lawyer (needs_lawyer: 'whether a clause holds is a legal judgment'), offering a consultation and the handoff to Mithril Law. It states the consequence: if any part of the termination provisions falls short of the ESA, all of them fail and a severability clause cannot save them (Waksdale, paras. 10, 14), and the presumption of reasonable notice applies (Machtinger, p. 1004; Wood, para. 16); if they all meet the ESA, the person is limited to what they give (Baker, para. 84). It lists what it cannot see: other termination wording in the contract, the rest of the contract, what was agreed before starting, and anything the person was unsure of. - Waksdale v. Swegon North America Inc., 2020 ONCA 391: https://www.ontariocourts.ca/decisions/2020/2020ONCA0391.htm - Machtinger v. HOJ Industries Ltd., [1992] 1 SCR 986: https://canlii.ca/t/1fsd2 - Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158: https://www.ontariocourts.ca/decisions/2017/2017ONCA0158.htm - Baker v. Van Dolder's Home Team Inc., 2026 ONCA 568: https://canlii.ca/t/kmgml - Clause check: notice shorter than the ESA (unverified): When the clause does not promise at least the ESA minimum ('whichever is greater', 'greater of', 'not less than', 'no less than', 'in no event ... less than', 'at least the minimum', or 'minimum' followed by the ESA): a strong sign of a defect if it sets a fixed notice or pay period under 8 weeks (0 to 7 weeks, in digits or words) or under 2 months, because the ESA can require up to 8 weeks (s. 57) and a clause that can give less than the ESA is void (Machtinger, p. 1004; Wood, paras. 16, 45). A possible defect if it gives weeks per year of service, unless per 'completed or partial year' with at least one week, which never falls below s. 57. - Employment Standards Act, 2000, s. 57: https://www.ontario.ca/laws/statute/00e41 - Machtinger v. HOJ Industries Ltd., [1992] 1 SCR 986: https://canlii.ca/t/1fsd2 - Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158: https://www.ontariocourts.ca/decisions/2017/2017ONCA0158.htm - Clause check: severance pay (unverified): A possible defect when the clause folds severance into a single notice formula ('inclusive of' followed by severance), which can let the employer pay less than the separate ESA severance pay (Wood, paras. 62-69). Also, when the clause, outside the cause sentences, says its payments are all the person gets, does not mention severance and does not incorporate the ESA's entitlements generally: a possible defect, or only a note when the person says the employer's payroll is under CAD 2.5 million (ss. 64(1), 65(1); Wood, paras. 63, 69). - Employment Standards Act, 2000, s. 64: https://www.ontario.ca/laws/statute/00e41 - Employment Standards Act, 2000, s. 65: https://www.ontario.ca/laws/statute/00e41 - Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158: https://www.ontariocourts.ca/decisions/2017/2017ONCA0158.htm - Clause check: signed after starting work (unverified): Signed after starting work, with new terms: a strong sign of a defect if the person got nothing new for signing, a possible defect if not sure, and a note if they got something new (a raise, bonus, promotion or other benefit), because an employer cannot impose new terms without something new beyond continued employment, and courts look at whether consideration exists, not whether it is adequate (Giacomodonato, paras. 4-5; Holland, para. 50). Signed after starting but only writing down terms agreed before: a note (Wood, paras. 12-13). Not sure when: a possible defect. Signed before starting: no signal. - Giacomodonato v. PearTree Securities Inc., 2024 ONCA 437: https://canlii.ca/t/k509k - Holland v. Hostopia.com Inc., 2015 ONCA 762: https://www.ontariocourts.ca/decisions/2015/2015ONCA0762.htm - Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158: https://www.ontariocourts.ca/decisions/2017/2017ONCA0158.htm ## What the answer tells you - `automated`: Done: the software answered this completely. - `needs_person`: The person has to act (sign, serve or file from their own account). Pass the next steps to them. - `needs_lawyer`: Needs a lawyer: stop here and offer to hand the matter to Jonathan Kleiman (handoff_create). Do not give legal advice yourself. ## Do this through the API - REST: `POST https://mithril.law/api/v1/operations/employment.termination_clause_check/runs` with `{ "input": { … } }`, or `GET https://mithril.law/api/v1/operations/employment.termination_clause_check/run?…`. Schema: https://mithril.law/api/v1/operations/employment.termination_clause_check. - MCP: tool `employment_termination_clause_check` at https://mithril.law/mcp. - The page for people: https://mithril.law/employment/termination-clause-check.