De Bartolo v. Initiatives Canada Corporation, 2026 ONCA 466, is a short Court of Appeal endorsement, but it makes a clean point about contract formation that transactional lawyers negotiate around constantly. De Bartolo, a tax lawyer, acted for Initiatives Canada Corporation on several appeals before the Tax Court of Canada. Roberto Mattacchione was the sole officer and director of that company and of a related company, PAC Protection Corporation. PAC paid an initial retainer of $10,000. Further money sat in trust with another lawyer, Robert Kepes, as a legal defence fund.

De Bartolo was never paid beyond that retainer. Over a series of communications he was encouraged to keep working on the assurance that payment would come either from the defence fund or from Mattacchione himself. He eventually got off the record and sued both companies and the director. Only Mattacchione defended, and he denied any contract with counsel.

Why there was no personal contract

The Court of Appeal dismissed the appeal. The trial judge had concluded that no contract existed between De Bartolo and Mattacchione, finding neither an offer nor an unequivocal acceptance.

On the offer question, he applied Richter v McKeachie, 2009 BCSC 288, at para. 30, and held that nothing Mattacchione said or wrote amounted to a complete statement of terms made with the intention that it be open for acceptance. Because De Bartolo knew from the outset that the monies were coming from the legal defence fund managed by Kepes, a reasonable person would understand Mattacchione to be offering at most to top up the retainer pending transfer from that fund.

On acceptance, De Bartolo had described the proposal only as a “great suggestion” in his February 12, 2014 email, which would not lead a reasonable person to conclude that he saw himself in a contractual relationship with Mattacchione. The trial judge further held that the promise could not operate as a guarantee of ICC’s debt, both for the reasons that defeated the contract and because s. 4 of the Statute of Frauds requires a guarantee to be in writing. The Court of Appeal saw no palpable or overriding error.

Why transactional lawyers should care

This decision is a reminder that the questions you resolve in a well-drafted engagement letter or guarantee are the same questions that generate litigation when left informal.

• Identify the paying party in writing. Confusion about who is contracting to pay, an individual or one of several related entities, is exactly what produced years of litigation here. Name the obligor precisely and have that party sign.
• Reassurance is not obligation. Encouraging words that keep a counterparty working are not a contract. If your client is relying on a person’s promise to stand behind a corporate debt, get that promise as a signed guarantee, not an email of comfort.
• Guarantees must be in writing. The Statute of Frauds still bites. An oral or implied promise to answer for another’s debt as a guarantor is unenforceable. This is basic, and it is still defeating claims in 2026.
• Watch the language of assent. The use of the vague expression “great suggestion” decided part of this case. Vague acknowledgements can later be read as the absence of acceptance. When you want a binding deal, use language of commitment and confirm it clearly.

For the transactional lawyer, the practical value is preventive. Every ambiguity the court had to resolve here, who was the obligor, was there an offer, was there acceptance, was there a written guarantee, is an ambiguity you can eliminate with a paragraph. The endorsement is a short read and a useful one to keep in mind the next time a client waves off the need to formalize who is actually on the hook.