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Contracts - Interpretation - Entire Agreement Clause

BDO Dunwoody Limited as Receiver for Wesbell Networks Inc. v. Bell Canada (Ont CA, 2015)

In this case the Court of Appeal commented as follows on principles of statutory interpretation to be applied where a commercial contract contained an "entire agreement" clause (where the contract expressly excludes extrinsic considerations as to it's own meaning):
[12] From the decision of the Supreme Court of Canada in Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (CanLII), at para. 50, makes it clear that “[c]ontractual interpretation involves issues of mixed fact and law as it is an exercise in which the principles of contractual interpretation are applied to the words of the written contract, considered in light of the factual matrix.” In most cases, therefore, contractual interpretation will be subject to a deferential standard of review: Martenfeld v. Collins Barrow Toronto LLP, 2014 ONCA 625 (CanLII), at paras. 39-42.

[13] The trial judge was alive to the contractual matrix. She made detailed factual findings with respect to the formation of the MSA, its performance and its breach. She correctly observed that the parties’ subjective intentions were irrelevant to the construction of the agreement, referring to Eli Lilly and Co. v. Novopharm Ltd., 1998 CanLII 791 (SCC), [1998] 2 S.C.R. 129 (see also Martenfeld, at paras. 75, 79). She also declined to consider previous drafts of the MSA in interpreting the agreement executed by the parties. In light of the “entire agreement” clause and binding authority, this was correct: Indian Molybdenum Ltd. v. The King, [1951] 3 D.L.R. 497 (S.C.C.), at pp. 502-503.

[14] The trial judge’s interpretation of the agreement was reasonable and is entitled to deference.

[15] Therefore, we dismiss the appeal on this issue.
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