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Statutory Interpretation - "Express Term". Wiener Städtische Versicherung AG Vienna Insurance Group v. Infrassure Ltd.
In Wiener Städtische Versicherung AG Vienna Insurance Group v. Infrassure Ltd. (Ont CA, 2025) the Ontario Court of Appeal dismissed an appeal, here from a trial addressing "the meaning and effect of a so-called “follow settlements” clause in a contract of reinsurance" in the context of a business interruption claim:
Here the court considers the meaning of 'express term':[55] In short, the trial judge made neither of the legal errors alleged by Infrassure. Thus, her interpretation of the Retrocession Agreement is reviewable on a palpable and overriding error standard and is entitled to deference. I see no such error in her finding that the Subscription Agreement did not contain any “express term providing otherwise” for the purposes of the Follow Settlements Clause. Blacks Law Dictionary, 12th edition (2024) defines an “express term” as one that is “clearly and unmistakably communicated; stated with directness and clarity.” Similarly, in Fridman et al., The Law of Contract in Canada, 7th ed. (Toronto: Thomson Reuters, 2024), at §14:1, an “express term” is defined as “one which has been specifically mentioned, and agreed upon by the parties, and its form, character and context expressed in the oral or written exchanges between them at the time the contract was made.”
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