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Contract - Interpretation - Written Contracts. 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. . 908593 Ontario Limited v. Atradius
In 908593 Ontario Limited v. Atradius (Ont CA, 2023) the Court of Appeal cited the obvious presumption that the contents of a signed contract are known to the parties:[8] .... As a general proposition, in cases involving signed contracts, knowledge of what the contract contained is presumed: see, for example, Apps v. Grouse Mountain Resorts Ltd., 2020 BCCA 78, 445 D.L.R. (4th) 615, at para. 79. ....
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