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Contracts - Interpretation - Time. ADT Security Services Canada, Inc. v. Fluent Home Ltd.
In ADT Security Services Canada, Inc. v. Fluent Home Ltd. (Div Court, 2023) the Divisional Court considered the time required for a payment (here in a settlement) where none was specified by the parties:[7] In this case, there was nothing said during pre-trial discussions about the timing of the payment. Nothing in the context of the discussions founds an argument that payment was anything other than an immediate obligation. It is normal to allow some short period to generate a cheque or other payment, and where there has been no express agreement on the precise deadline, the law infers a “reasonable period” for payment. In this case, the reasonable options would be, in my view, seven days, ten days or thirty days. Thirty days is what the plaintiffs proposed, and what was approved by counsel for the defendants subject to instructions. In this context, I conclude that thirty days is a “reasonable period”.
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[18] As I indicated at the conclusion of the hearing, this is not a close call. The terms of settlement are simple. The manner in which the agreement was expressed conveyed the parties’ commitment to the settlement, and that commitment was relied on by the parties and the court in vacating the pending trial dates. The precise wording of the release is not an essential term in the context of this settlement: 1648290 Ontario Ltd. v. Akhaven, 2018 ONSC 6122 (Div. Ct.). Likewsie, the precise timing of payment of the settlement funds is not an essential term in the context of this settlement: Canada v. Stephen Moffett Ltd., 2021 FC 1223; Hughes v. The City of Moncton, 2006 NBCA 83. . Ju v. Tahmasebi
In Ju v. Tahmasebi (Ont CA, 2020) the Court of Appeal commented about unspecified time expectations in a real estate conveyance context:[20] Where there is no express reference in an agreement to the time of performance, the law requires performance within a reasonable time. What is reasonable will be determined upon the facts of the individual case: Illidge v. Sona Resources Corporation 2018 BCCA 368, at para. 61. The application judge was under no obligation to set out what date would have been reasonable. The key is that, in light of all of the operative facts, she concluded that August 7, 2018 was not reasonable.
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