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Civil Litigation - Orders - Interpretation. Aizic v. Natcan Trust Company
In Aizic v. Natcan Trust Company (Ont CA, 2025) the Ontario Court of Appeal dismissed a class defendant's appeal, this brought against two class certification orders.
The court considers the interpretation of court orders, here where interpreting a class proceeding 'carriage' leave requirement term of a court order:[1] This appeal raises the important question of how to interpret a court order. At issue are two class action certification orders, which both contain a provision stating that no other proceeding relating to the subject matter of the certified class action may be commenced without leave. The motion judge interpreted this provision as requiring only those who were part of these certified class actions to seek leave to commence another action, meaning it did not bar the proposed class actions commenced by the respondents on behalf of a different class, none of whom were class members in the certified class actions. The appellants argue the provision should have been interpreted as requiring the respondents to seek leave because the subject matter of their new proposed class actions is related to the subject matter of the certified class actions and thus subject to the leave requirement in the certification orders.
[2] For the reasons that follow, I would dismiss the appeal. In short, the motion judge applied the proper framework for the interpretation of court orders. Her reasons are consistent with the correct interpretation of the certification orders, which is that the leave requirement only applies to proceedings commenced by the parties at whom the certification orders are aimed – i.e., the representative plaintiffs, the class members and the defendants.
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1. Standard of review
[23] The standard of review for the interpretation of a court order is correctness: Fontaine v. Canada (Attorney General), 2020 ONCA 688, at para. 29, leave to appeal refused [2022] S.C.A.A. No. 161.
2. The principles of interpreting court orders
[24] As this court stated in Chippewas of Saugeen First Nation v. South Bruce Peninsula (Town), 2024 ONCA 884, 502 D.L.R. (4th) 261, leave to appeal refused [2025] S.C.C.A. No. 40:A court considering the interpretation of a court order must consider ‘the language of the order in the context of the pleadings, the proceedings in the action that led to the order, the circumstances surrounding the making of the order, and the reasons given for making the order, if any’: at para. 168. [Citations omitted.] [25] Thus, the interpretation of a court order is “much like the interpretation of a statute” in the sense that it is an exercise of attending to the order’s text, context, and purpose: Fontaine, at para. 29; Auer v. Auer, 2024 SCC 36, 497 D.L.R. (4th) 381, at para. 64.
[26] The Court of Appeal for Saskatchewan set out a helpful approach to the interpretation of court orders in Koroluk v. KPMG Inc., 2022 SKCA 57, [2022] 11 W.W.R. 423, at para. 43, in which the court was asked to interpret a liquidation plan approved by court order:However, the interpretation of a court order, or for that matter a document approved by a court order or which a court order directs be implemented, involves more than simply reading its words in isolation. Like other law-making instruments, court orders are to be interpreted wholistically and purposively. The interpretation of specific provisions must take into account other parts of the order. A court interpreting an order should consider the authority to render it, since it should be assumed that a court would not grant an order it had no power to make. Finally, consideration must also be given to the broader context in which the order was made, including the pleadings and litigation events leading to the order. Warde v Slatter Holdings Ltd., 2016 BCCA 63, 394 DLR (4th) 513 [Warde] and Onion Lake provide two recent examples of the application of these principles. [27] In the present case, the motion judge stated that the parties agreed on the principles of interpretation for a court order. The motion judge instructed herself to consider the text, context and purpose of the order, based on: (i) the express language of the order; (ii) the purpose of the terms of the order; (iii) the authority to make the order, including the statutory context and procedural rules; (iv) the broader context within which the order was granted; and (v) resolving apparent inconsistencies between different terms by reaching an interpretation that can reasonably give meaning to each of the terms in question, citing Kuang v. Young, 2023 ONSC 2429, at para. 7, cited with approval in Chippewas, at para. 168.
[28] I agree that these are applicable principles. I would add that in interpreting an order, a reviewing court must apply “accepted principles of statutory and contractual interpretation to ascertain the intent of the ordering judge”: Kuang, at para. 9. As the Supreme Court of Canada has recently made clear, this means using the text as the anchor of the interpretive exercise: Quebec (Commission des droits de la personne et des droits de la jeunesse) v. Directrice de la protection de la jeunesse du CISSS A, 2024 SCC 43, 498 D.L.R. (4th) 316, at para. 24. However, it does not mean focusing on sometimes ambiguous text to the exclusion of context and purpose.
[29] Further, where a holistic consideration of text, context, and purpose nevertheless yields ambiguity, court orders, like statutes, should be interpreted in a manner that preserves a party’s right to sue: Berardinelli v. Ontario Housing Corp, 1978 CanLII 42 (SCC), [1979] 1 S.C.R. 275, at p. 280; Garland v. Consumers’ Gas Co. (2001), 2001 CanLII 8619 (ON CA), 57 O.R. (3d) 127 (C.A.), at paras. 46-47, reversed on other grounds but affirming the principle 2004 SCC 25, [2004] 1 S.C.R. 629, at paras. 67-69. At 30-58 the court walks through it's 'text/context/purpose' interpretive analysis.
. Becker v. Walgate
In Becker v. Walgate (Ont CA, 2025) the Ontario Court of Appeal dismissed an appeal, this brought against an order that - in a context of prior related litigation - dismissed a motion to consolidate a second application "finding that the second application was a collateral attack and “clearly an attempt ... to circumvent the order of the Court of Appeal and expand the scope of the new hearing.”".
Here the court considers the textual interpretation of a court order:[41] .... Interpreting a court order requires attention to the text of the order, the reasons for decision, the circumstances under which the order was made and the proceedings that led to the order: Chippewas of Saugeen First Nation v. South Bruce Peninsula (Town), 2024 ONCA 884, 502 D.L.R. (4th) 261, at para. 168, leave to appeal refused, [2025] S.C.C.A. No. 40. .... . Whitehead v. Tucker
In Whitehead v. Tucker (Ont CA, 2025) the Ontario Court of Appeal allowed a plaintiff's appeal, here from "the dismissal of their contempt motion against the respondents" regarding non-compliance with a 2012 order that enjoined the respondents "from interfering with the flow of water from the appellants’ property and ordered to take steps within three months of the 2012 judgment to restore it", a drainage issue.
Here the court considered the interpretation of court orders, here when reviewing the outcome of a contempt motion:[47] However, the provisions of a court order must be read in light of the purpose and design of the order: Sweda Farms Ltd. v. Ontario Egg Producers, 2011 ONSC 3650, at paras. 19 and 21, aff’d 2012 ONCA 337. Deference to the motion judge’s interpretation of his own decision does not allow for an interpretation that does not accord with the purpose of the order. As the Supreme Court instructed in Baxter Travenol Laboratories of Canada Ltd. v. Cutter (Canada) Ltd., 1983 CanLII 30 (SCC), [1983] 2 S.C.R. 388, at p. 398, per Dickson J.: “[o]nce reasons for decision have been released, any action which would defeat the purpose of the anticipated injunction undermines that which has already been given judicial approval. Any such action subverts the processes of the Court and may amount to contempt of court.” . Copyright Collective of Canada v. Bell Canada
In Copyright Collective of Canada v. Bell Canada (Fed CA, 2025) the Federal Court of Appeal allowed a JR, here from "a redetermination decision [SS: ordered from a prior JR] made by the Copyright Board of Canada ... that set royalty rates for the Tariff for the Retransmission of Distant Television Signals, 2014-2018 (the Tariff) pursuant to section 70 of the Copyright Act".
Here the court considers a second JR challenging the interpretation of terms of a prior JR order which remitted specific issues back down for redetermination:[21] While the parties disagree about whether the principles of functus officio or stare decisis apply in the present circumstances, it is not necessary to address these issues in detail. The parties agree that the scope of the Board’s jurisdiction is constrained by the JR Decision, and that this Court should focus on the Judgment therein (reproduced at paragraph 8 above) to determine which aspects of the Original Decision the Board was entitled to revisit in its Redetermination Decision. The jurisprudence supports this approach, holding that only instructions explicitly stated in a judgment are binding on the subsequent decision-maker: Canada (Citizenship and Immigration) v. Yansane, 2017 FCA 48, [2017] F.C.J. No. 264 at para. 19; Jagadeesh v. Canadian Imperial Bank of Commerce, 2024 FCA 172 at para. 46. While not binding on their own, the reasons in the JR decision can be used to interpret the Judgment. Aside from the JR Decision, the Board’s power to change the Original Decision was essentially limited to (i) slips in drawing up the formal judgment and errors in expressing the Board’s manifest intention (see Chandler v. Alberta Association of Architects, 1989 CanLII 41 (SCC), [1989] 2 S.C.R. 848, 62 D.L.R. (4th) 577 at 860), and (ii) material changes in circumstances since the Original Decision (see section 66.52 of the Copyright Act, R.S.C. 1985, c. C-42). Neither of these sets of circumstances is present in this case.
[22] I note that the Board explicitly acknowledged the limits on its power on redetermination, stating as follows at paragraph 46 of the Redetermination Decision:The Board cannot unilaterally perform a review of its own decision, whether an error is obvious or not, or whether it is significant or not. The Board requires direction from a reviewing court. [23] At paragraph 48 of the Redetermination Decision, the Board cited this Court’s decision in Canada (Commissioner of Competition) v. Superior Propane Inc., 2003 FCA 53, [2003] 3 F.C. 529 at para. 10, for the framework for determining whether a tribunal has acted within its authority on a redetermination:In order to determine whether the Tribunal, in its redetermination decision, failed to follow the directions of the Federal Court of Appeal, it is necessary to consider:
l. the relevant legislative scheme;
2. the relevant findings of the Tribunal in its original decision;
3. what the Court found to be in error in the Tribunal’s original decision;
4. what the Court concluded and directed the Tribunal to do; and
5. whether the Tribunal, in its redetermination decision, did what it was directed to do by the Court. [24] In my view, a strict application of these criteria is not needed here. A simpler analysis suffices: (1) what did this Court direct on redetermination, and (2) did the Board follow those directions: ABB Inc. v. Hyundai Heavy Industries Co., Ltd., 2015 FCA 157 at para. 29.
[25] The dispute between the parties does not appear to relate to the legal limitations on the Board in redetermination, but rather on how those legal limitations should have been applied in the circumstances of this case.
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[31] The BDUs note that the JR Decision could have included an explicit direction to the Board of the kind contemplated in paragraph 18.1(3)(b) of the Federal Courts Act, R.S.C. 1985, c. F-7, to the effect that the redetermination should be limited to the two errors identified therein. The BDUs argue that this Court’s failure to do so indicates that it did not intend the JR Decision to be interpreted in such a limited way. While this Court could indeed have chosen to include such a direction, I see no reason to infer a broader meaning to the JR Decision from its absence. . Business Development Bank of Canada v. 170 Willowdale Investments Corp.
In Business Development Bank of Canada v. 170 Willowdale Investments Corp. (Ont CA, 2025) the Ontario Court of Appeal dismissed an insolvency-related appeal. Here the court considers the interpretation of court orders, to which it generally applies principles of statutory interpretation:[24] The interpretation of a court order is “much like the interpretation of a statute”: Fontaine v. Ontario, 2020 ONCA 688, at para. 29. A statute is interpreted “by reading the language chosen by the legislature in light of the purpose of the provision and the entire relevant context”: Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65, at para. 118. Similarly, an order is to be understood by examining the text, context, and purpose of the provision in issue. . Chippewas of Saugeen First Nation v. South Bruce Peninsula (Town)
In Chippewas of Saugeen First Nation v. South Bruce Peninsula (Town) (Ont CA, 2024) the Ontario Court of Appeal considered an indigenous claim seeking damages and a declaration that "excluded coastline (the “Disputed Beach”) forms part of the Reserve, that no third parties have any interest in the Disputed Beach, and that the honour of the Crown and its fiduciary duties were breached by the wrongful demarcation of the Reserve boundaries".
Here the court considers the textual interpretation of formal court orders:[168] A court considering the interpretation of a court order must consider “the language of the order in the context of the pleadings, the proceedings in the action that led to the order, the circumstances surrounding the making of the order, and the reasons given for making the order, if any”: Giesbrecht v. Stettner, 2023 SKCA 52, at para. 6; see also Greenwood v. Greenwood, 2023 SKCA 87, 487 D.L.R. (4th) 668, at paras. 26-27; Sutherland v. Reeves, 2014 BCCA 222, 61 B.C.L.R. (5th) 308, at para. 31; and Kuang v. Young, 2023 ONSC 2429, at paras. 7-12. . Jones v. Quinn
In Jones v. Quinn (Ont CA, 2024) the Ontario Court of Appeal considered the required clarity of formal orders:[98] Finally, the appellant argues that the order is impermissibly vague, since it does not define “items”, “vehicles”, or “rightful owner”: see Carey v. Laiken, 2015 SCC 17, [2015] 2 S.C.R. 79.
[99] I agree with the appellant that courts have a duty to ensure that their orders “state clearly and unequivocally what should and should not be done”: Prescott-Russell Services for Children and Adults v. N.G. (2006), 2006 CanLII 81792 (ON CA), 82 O.R. (3d) 686 (C.A.), at para. 27. To be enforceable, a court order must include all essential details as to the who, what, and when of its application, and must avoid overly broad language: Carey, at para. 33.
[100] In the abstract, an order to return “vehicles” to their “rightful owner” could be considered too vague to meet the Carey standard. However, in the context of this case, and in particular in light of the lengthy factual narrative in the application judge’s reasons, it is clear what is required of the appellant.
[101] As noted above, the application judge’s factual narrative includes a discussion of certain prior court orders emerging from Property-related litigation between the parties. These include the orders of Lavine J., which have long since expired, but which originally authorized the appellant to remove a green flatbed truck and an Airstream trailer from the Property. Since the expiry of Lavine J.’s order, the appellant has no obvious lawful basis to continue possessing these vehicles. He did not point to any such basis in the court below, nor has he done so on appeal. It is therefore sufficiently clear that these are the “vehicles” referred to in the application judge’s judgment.
[102] As to the “rightful owner” of these vehicles, the respondents argue that this simply means the vehicles must be returned to the Property, where whoever their rightful owner is can find them again. I do not agree with this interpretation, as it is not realistic. I do not believe that the application judge would have expected the rightful owner of the vehicles to return to the Property in search of the vehicles, more than a year after they were taken. Instead, I believe that the application judge’s judgment was for the appellant to take all reasonable steps to identify the rightful owner of the vehicles. My view is fortified by the absence of a direction in the application judge’s judgment requiring the appellant to return the vehicles to the Property.
[103] While an order for the appellant to take all reasonable steps to identify the rightful owner of the vehicles may be onerous, a court order is not impermissibly vague simply for being onerous. Mr. Franklin chose to remove the vehicles from the Property of his own free choice. He was not required to do so. And so he now must bear the consequences of his actions.
[104] I come to a different conclusion with regards to the order to return “items”. The word “items” is exceedingly broad. And unlike with vehicles, a careful review of the application judge’s reasons does not aid in narrowing down exactly what is being asked of the appellant. There is simply no guidance for the appellant to follow to determine what “items” he has control over and is expected to return. Nor is it clear how the appellant is to determine the “rightful owner” of these “items.” I note that the respondents did not defend this aspect of the application judge’s order before this court.
[105] Accordingly, I would quash the application judge’s order that the appellant return “items” to their “rightful owner”. I would further clarify that the remaining order with regard to “vehicles” relates to the green flatbed truck and Airstream trailer discussed in the application judge’s reasons, over which the appellant must take all reasonable steps to ascertain their rightful owner. . Wellman v. Telus Communication Company
In Wellman v. Telus Communication Company (Div Ct, 2021) the Divisional Court issued an unusual order. The parties disagreed about the interpretation of a Supreme Court of Canada (SCC) order with respect to costs, so - after they moved at trial level to resolve it (leading to the present appeal) - the Divisional court ordered (it wasn't simply a suggestion) that they make an application to the SCC to resolve the issue. It's unusual that parties could be ordered to make what is normally highly-deferred-to tactical decision:[6] As a result, this court orders that the parties jointly apply to the Supreme Court of Canada pursuant to Rule 81 and Rule 6 of the Rules of the Supreme Court of Canada, SOR/2002-156. The parties are to apply for clarification of the terms of the costs order issued by the Supreme Court, and an extension of time if necessary. The decision of Morgan J. is to be included in the application. Although directed as a joint application, the relief sought by each party may differ. This application must be made within 45 days. . Rak v. Ontario College of Pharmacists
In Rak v. Ontario College of Pharmacists (Div Court, 2022) the Divisional Court considered the interpretation of the wording of a tribunal order:[17] The appellant submits that the order of the Discipline Committee is akin to a court order and therefore should be interpreted much like the interpretation of a statute: Fontaine v. Canada (Attorney General), 2020 ONCA 688, at para. 29. The College relies on Sweda Farms Ltd. v. Ontario Egg Producers, 2011 ONSC 3650, at para. 34, aff’d, 2012 ONCA 337, which similarly found that the principles that apply to contract and legislative interpretation also apply to court orders, with necessary modifications.
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