Contracts
Contractual Interpretation and Indemnity for Environmental Damage in Grassy Narrows
On 28 March 2019, the Supreme Court of Canada (“SCC”) will hear Resolute FP Canada Inc, et al v Ontario (Attorney General), 37985, an appeal of a lengthy 270-paragraph decision from the Court of Appeal of Ontario (“ONCA”) of Weyerhaeuser Company Limited v Ontario (Attorney General), 2017 ONCA 1007 [Weyerhaeuser]. At first glance, Weyerhaeuser appears […]
RBC Dominion Securities Inc v Crew Gold Corporation: Seeking Contractual Clarity in M&A Engagement Letters
In merger and acquisition (“M&A”) transactions, investment banks are tasked with guiding their clients through a successful sale of their company. Similar to a real estate agent, an investment bank may undertake a number of tasks to ensure a successful sale, including: preparing a timetable, identifying purchasers, soliciting offers, and providing financial analysis. In return, […]
Styles v Alberta Investment Management Corporation : Understanding and Clarifying Bhasin
The case of Styles v Alberta Investment Management Corporation, 2017 ABCA 1, [Styles], began with the termination of the respondent without cause. The question in this case was: what sort of compensation is the respondent entitled to under his employment contract? At first glance, this case may seem like it falls squarely in the realm […]
Swern v Amazon Hardwood Centre Inc: Clever Judicial Decision-Making or Confusing Law?
Due to a dearth of commercial appellate decisions around the holiday season, a tort decision from the Ontario Divisional Court has caught my attention. Swern v Amazon Hardwood Centre Inc, 2015 ONSC 7590 [Swern] is a Small Claims Court decision appealed by the Defendants to the Divisional Court on a number of well-reasoned points of […]
Remedy Drug Store Co Inc v Farnham: Repudiation is a Particularly Exceptional Remedy
Introduction Remedy Drug Store Co Inc v Farnham, 2015 ONCA 576, is centered on a dispute over whether the parties reached a settlement agreement arising out of the breakdown of an employment relationship. The Ontario Court of Appeal reaffirmed its attitude to settlements: "it is in everyone's interest that litigation be concluded by the parties' […]
Supreme Court Declares a New Common Law Duty of Honest Performance: Bhasin v Hrynew
The Supreme Court of Canada has declared a new common law duty that will affect contract law in all the common law jurisdictions of Canada. In a December ruling, Bhasin v Hrynew, 2014 SCC 71, the Court declared a new common law duty of honest performance and also recognized a general organizing principle of contractual […]
The SCC’s decision Payette v. Guay and the Potential Implications for Bhasin v. Hrynew
In my previous post here on The Court, I discussed the upcoming appeal of Bhasin v. Hrynew, 2013 ABCA 98, and how the Supreme Court of Canada has an opportunity to clarify whether contractual interpretation should be guided primarily by the intention of the contracting parties at the time the agreement was made (the intentionalist […]
Credulous Consumers and ‘Strange Collections of Affirmations and Restrictions’: A Case Comment on Richard v. Time Inc.
Generally speaking, advertisers are in the business of making promises. Occasionally, it falls on courts to determine when businesses will be held to the promises they make, even if they had no intention of keeping them. In Leonard v. PepsiCo Inc., 88 F Supp 2d 116, a favourite of first year contracts students, the US […]
Thought You Signed Your Rights Away? Seidel v. TELUS Proves You Wrong
Irate consumers can now ignore arbitration clauses and pursue class action lawsuits against corporations even after signing away their rights to do so in a waiver. In a narrow 5-4 split decision in Seidel v. TELUS Communications Inc., 2011 SCC 15, the Supreme Court of Canada (SCC) ruled that corporations could no longer preclude class actions […]