|
Statutory Interpretation - 'Last Antecedent Rule'. 1797472 Ontario Inc. v. Independent Electricity System Operator
In 1797472 Ontario Inc. v. Independent Electricity System Operator (Ont CA, 2024) the Ontario Court of Appeal dismissed an appeal, here engaging contract interpretation issues in an electricity supply context.
Here the court considered the 'last antecedent rule' of statutory interpretation:[18] The appellant relies on the “last antecedent rule” to argue that the legislator’s failure to insert a comma before the phrase “as outlined in the Application or the FIT Contract Cover Page” dictates that this phrase qualifies “Facility” and not a “Contract Facility”. It relies particularly on this court’s decision in Austin v. Bell, 2020 ONCA 142, 150 O.R. (3d) 21.
[19] Allowing the omission of a single punctuation mark to dominate the interpretation of a contractual provision would, in this instance, undermine the Supreme Court of Canada’s direction in Sattva, at para. 47, to adopt a “practical, common sense approach not dominated by technical rules of construction” that considers the contract as a whole in the context of the relevant factual matrix. As aptly stated in Adam v. Insurance Corporation of British Columbia, 2018 BCCA 482, 8 B.C.L.R. (6th) 347, at para. 40, citing a much earlier precedent from this court:The strict grammatical rule of construction whereby the restrictive clause is limited to modifying the immediate antecedent may give way when the context requires a deviation from the rule: Rex v. Stronach, 1928 CanLII 448 (ON CA), [1928] 3 D.L.R. 216 at 218 (Ont. C.A.). According to Ruth Sullivan in Sullivan on the Construction of Statutes, 6th ed. (Markham: LexisNexis Canada, 2014) at 470, Canadian courts are “rightly cautious of attaching too much significance to a single punctuation mark”. The Supreme Court of Canada has said, “[a] debate on punctuation cannot take the place of an interpretation based on the legislative context and ordinary meaning of words”: Laurentide Motels Ltd. v. Beauport (City), 1989 CanLII 81 (SCC), [1989] 1 S.C.R. 705 at 755. [20] In Austin, the central issue was the meaning of the term “Pension Index” in a pension plan. It was defined as “the annual percentage increase of the Consumer Price Index, as determined by Statistics Canada”. This court upheld the motion judge’s use of the last antecedent rule whereby he found that the comma in this phrase supported an interpretation that “as determined by Statistics Canada” applied to both “the annual percentage increase” and to “the Consumer Price Index”. The court did not consider the interpretation of a clause where no comma appears before qualifying words. In cases involving this situation, courts have not been bound by the last antecedent rule: see e.g., Beaudin v. Travelers Indemnity Insurance Company of Canada, 2021 ONSC 1389, 10 C.C.L.I. (6th) 251 (Div. Ct.), at paras. 40-49, aff’d 2022 ONCA 806, leave to appeal refused, [2023] S.C.C.A. No. 40568; and Joaquim v. Intact Insurance Company, 2023 ONSC 5120, 37 C.C.L.I. (6th) 201 (Div. Ct.), at paras. 19-24.
[21] Moreover, the court in Austin did not rely solely or even predominantly on grammatical convention to interpret the provision at issue. It held that the provision must be read in the context of the pension plan as a whole; “the meaning of a particular clause should be considered in conjunction with other relevant clauses”: Austin, at para. 22.
[22] This is what the application judge did in interpreting s. 2.1(b). Having reviewed the standard terms of the FIT 1 Contracts as a whole, she found that they “clearly contemplate the features or specifications outlined in the Contract Cover Page applying to both the Contract Facility and the Facility.” We adopt her reasoning, which takes into account, among other things, the purpose of s. 2.1(b), the nature and structure of the FIT Contracts, all relevant defined terms, and how such terms are otherwise used in the Contracts.
|
