Ontario's Limitations Act lets a business agreement shorten the two-year discovery period — but not below what the clause actually says, and never past the Act's own fifteen-year ultimate limitation unless a discovered claim has already arisen.
Short answer
Representations typically survive twelve to twenty-four months by the parties' own drafting, and yes, Ontario's Limitations Act, 2002 lets two businesses validly shorten the Act's normal two-year discovery period by agreement — but only if the survival clause is drafted precisely enough to actually exclude the statutory period, and never past the Act's separate fifteen-year ultimate limitation unless a claim was already discovered before the parties tried to extend it.
Section 22(1) of the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B, starts from prohibition: “A limitation period under this Act applies despite any agreement to vary or exclude it, subject only to the exceptions in subsections (2) to (6).” What rescues a survival clause is s.22(5), for business agreements only: “A limitation period under this Act, other than one established by section 15, may be varied or excluded by an agreement made on or after October 19, 2006.” A business agreement is one “made by parties none of whom is a consumer as defined in the Consumer Protection Act, 2002,” and s.22(6) confirms “‘vary’ includes extend, shorten and suspend.”
But drafting quality matters. The Ontario Court of Appeal in Boyce v. The Co-Operators General Insurance Company, 2013 ONCA 298, held a clause must, in clear language, describe a limitation period, identify its scope, and exclude the operation of other limitation periods. A clause saying only that representations “survive for twelve months” describes the life of an obligation; it does not exclude the Act's own two-year discovery period in s.4.
Section 15 is the separate hard stop the parties cannot simply extend around after the fact: “No proceeding shall be commenced in respect of any claim after the 15th anniversary of the day on which the act or omission on which the claim is based took place.” Paragraph 2 of s.22(5) lets a business agreement vary that period “only in accordance with subsection (4),” and s.22(4) permits suspension or extension only “if the relevant claim has been discovered.” A clause promising fundamental representations survive indefinitely does not work against s.15 for a claim nobody has discovered yet.
Ontario, Alberta, Quebec and British Columbia do not run on the same rule. Alberta's Limitations Act, R.S.A. 2000, c. L-12, s.7, permits extension and forbids reduction — the inverse of Ontario's default. Quebec runs on the Civil Code's own prescription articles, not this common-law framework at all. A clause drafted for an Ontario deal and reused for a multi-province one can silently do the opposite of what the drafter intended.
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