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Contract - Interpretation - Statutory Interpretation. ID Inc. v. Toronto Wholesale Produce Association
In ID Inc. v. Toronto Wholesale Produce Association (Ont CA, 2025) the Ontario Court of Appeal allows an appeal, here from trial orders of a declaration of breached contract and damages.
Here the court considers basic contract interpretation:[30] Generally, a trial judge’s interpretation of a contract is entitled to deference on the basis that the interpretation of a contract involves a question of mixed fact and law. As Rothstein J. said in Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633, at para. 50: “Contractual 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.”
[31] While reaching that conclusion, Rothstein J. also repeated certain basic principles involved in the interpretation of a contract. Two of those basic principles should be repeated in the context of this case. First, a contract must be read as a whole “giving the words used their ordinary and grammatical meaning”: Sattva, at para. 47. Second, the interpretation of a contract “must always be grounded in the text”: Sattva, at para. 57.
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