Simon's Megalomaniacal Legal Resources

Contracts - Interpretation - Multiple Related Contracts

. Ferraro v. Neilas

In Ferraro v. Neilas (Ont CA, 2023) the Court of Appeal notes that contracts may be contained in more than one document:

[34] On their plain language, the Trust Agreement was expressly linked to the LPA which, in turn, was expressly linked to the terms and conditions of the Loan Commitment, incorporating them by reference: Chitty on Contracts, 34th ed., vol. 1 (London: Sweet & Maxwell, 2021), at p. 1114:15-016.[2] [Chitty on Contracts states, at §15-016: “Incorporation by express reference. The terms of a contract may be contained in more than one document. In such a case, the terms set out in one document may incorporate into the contract terms to be found in another document.”] And, of course, running through all three documents was the ubiquitous signature of Jim Neilas, who acted on behalf of the trustee, lender, borrower, and guarantors.

. Ottawa (City) v. ClubLink Corporation ULC

In Ottawa (City) v. ClubLink Corporation ULC (Ont CA, 2021) the Court of Appeal considered contractual interpretation where several contracts were meant to work together:

[54] As a result, the related contracts principle is also engaged in the interpretative process here. Under the related contracts principle, where more than one contract is entered into as part of an overall transaction, the contracts must be read in light of each other to achieve interpretive accuracy and give effect to the parties’ intentions: 3869130 Canada Inc. v. I.C.B. Distribution Inc., 2008 ONCA 396, 239 O.A.C. 137, at paras. 33-34; Salah v. Timothy’s Coffees of the World Inc., 2010 ONCA 673, 268 O.A.C. 279, at para. 16; Fuller v. Aphria Inc., 2020 ONCA 403, 4 B.L.R. (6th) 161, at para. 41, 51; Catalyst Capital Group Inc. v. Dundee Kilmer Developments Limited Partnership, 2020 ONCA 272, 150 O.R. (3d) 449, at para. 50.