This article addresses critical legal developments that are highly relevant for Canadian companies operating in Mexico—or any foreign jurisdiction. Recent landmark decisions by the Supreme Courts of Canada and Mexico have clarified jurisdictional boundaries that affect how international business disputes are handled, providing both challenges and opportunities for cross-border commercial operations.
Clarity on Canadian Jurisdiction: Sinclair v. Venezia Turismo (July 31, 2025)
The Supreme Court of Canada’s ruling in Sinclair v. Venezia Turismo (Neutral citation 2025 SCC 27) clarifies when Canadian courts can claim jurisdiction over disputes involving defendants outside Canada. The decision reaffirms the “real and substantial connection” test established in Van Breda, requiring that for a court to assume jurisdiction, there must be a meaningful and verifiable link between the dispute and the Canadian province where the claim is brought.
For Canadian companies with operations or contractual relations abroad (such as in Mexico), this means:
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A substantial contractual link is essential. Jurisdiction cannot be assumed merely because one party is domiciled in Canada. The court will examine whether the contract was actually concluded and has a strong nexus to the province.
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Lower risk of unexpected litigation in Canada. Businesses benefit from greater legal certainty and predictability by limiting jurisdiction claims lacking strong ties, reinforcing the need for clear jurisdiction clauses.
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Careful drafting and diligence. Contract formation details and explicit jurisdiction specifications are vital tools to avoid unwanted litigation in Canadian courts.
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Caution in litigation and forum selection. Courts will closely analyze jurisdictional connections, especially when disputes arise from international or cross-border contracts.
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Nationwide application. While this ruling focuses on Ontario courts, the “real and substantial connection” standard applies across all Canadian provinces, standardizing jurisdiction criteria nationally.
Jurisdictional Limits in Mexico: Binding Jurisprudence on Exclusive Foreign Jurisdiction Clauses (June 6, 2025)
In Mexico, the Supreme Court of Justice (First Chamber) published a binding jurisprudence thesis (Tesis 1ª./J. 93/2025, digital registration 2030477) that took effect on June 9, 2025. This thesis imposes clear limits on the enforceability of exclusive foreign jurisdiction clauses in online adhesion contracts, particularly when foreign companies provide services in Mexico or maintain a commercial presence.
Key aspects include:
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Binding effect: The thesis mandates that Mexican courts invalidate exclusive foreign jurisdiction clauses that excessively burden Mexican users or impede access to justice, especially in contracts accepted electronically without real negotiation.
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Consumer and business protection: Emphasizing constitutional guarantees, the ruling ensures Mexican courts can exercise jurisdiction where justified and protects procedural fairness and consumer rights.
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Practical impact: Foreign companies—Canadian included—must review and adjust their jurisdiction clauses to avoid unenforceable contracts and local litigation risk.
Combined Implications for Canadian Companies Operating in Mexico
Both Courts emphasize jurisdictional limits founded on fairness and a meaningful connection:
| Aspect | Canadian Supreme Court | Mexican Supreme Court | Implications for Canadian Businesses in Mexico |
|---|---|---|---|
| Jurisdiction premise | A real and substantial connection must link the dispute to Canada | Exclusive foreign jurisdiction clauses are limited if unfair | Contracts must show clear, enforceable jurisdictional ties |
| Protection focus | Limits on overbroad jurisdiction claims | Protects consumer rights and procedural fairness in Mexico | Need to balance international business goals with local laws |
| Contractual restrictions | Jurisdiction requires a strong contractual nexus | Adhesion clauses imposing foreign courts may be invalidated | Adapt contract drafting to local requirements and protections |
| Legal risk management | Avoid exposure to Canadian litigation with weak links | Avoid clauses invalid under Mexican law, risking local suits | Comprehensive review of contract clauses for cross-border suits |
| Practical strategy | Document contract formation location, clarify jurisdiction | Revise online adhesion contracts for compliance | Engage cross-jurisdictional legal expertise to tailor agreements |
What This Means for Canadian Businesses in Mexico
These complementary rulings provide a roadmap for Canadian companies navigating jurisdictional complexities in Mexico:
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Contract Clarity and Risk Management: Contracts should clearly define jurisdiction, ensuring connections to chosen forums are substantial and defensible under Canadian law, while aligning with Mexican legal requirements to protect consumers and avoid invalid clauses.
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Avoiding Litigation Risks: The Canadian ruling reduces the risk of unforeseen litigation in Canada for foreign operations lacking strong provincial links. Meanwhile, the Mexican ruling protects against unenforceable foreign-only jurisdiction clauses that could expose companies to lawsuits locally.
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Legal Compliance and Consumer Protection: Understanding and adapting to Mexico’s consumer protection focus is vital. Businesses must balance international contractual expectations with local legal frameworks emphasizing fairness and procedural equality.
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Strategic Legal Counsel: Engaging legal experts versed in both Canadian and Mexican law can help tailor contracts, mitigate jurisdictional risks, and foster smoother international commercial relationships.
By integrating insights from both courts, Canadian businesses can better manage jurisdictional challenges, enhance cross-border operations, and build greater trust with customers and partners in Mexico.
At Symbiosis, we specialize in supporting Canadian companies expanding or operating in Mexico by providing tailored legal guidance and operational insights. Contact us to learn how we can assist in navigating the complex legal environments and ensuring your international ventures thrive.
Feel free to reach out for more information or a personalized consultation to safeguard your business against jurisdictional pitfalls and optimize your Mexico operations.
