The Ontario Court of Appeal's decision in Ross-Clair v. Canada (Attorney General)is
another post-Sattva instance of a dispute over the
standard of review of contract interpretation. For a unanimous
Court of Appeal, Justice Epstein reviewed the application
judge's interpretation of a contract on the correctness
standard. She did so not because the contract was standard form (as
was the appellant's primary argument) but because the trial
judge committed an extricable error of law by reading a particular
provision in the contract in isolation and thus failing to consider
the contract as a whole. She held:
 In my view, the decision is
reviewable on a standard of correctness.
 I do not come to this
conclusion based on a finding as to the nature of the Contract.
Although it may be appropriate to regard the Contract as a standard
form agreement, the interpretation of which is subject to review on
a correctness standard, it is difficult to arrive at a definitive
resolution of that question on this record. There is scant evidence
of the circumstances surrounding the formation of the Contract,
particularly any aspects that may have been negotiated. There is
also scant evidence of the extent to which the terms in the
Contract are used in other agreements with the Government of
Canada. Moreover, the fact that in a previous decision, the court
was required to interpret a very similar contractual provision does
not provide a basis for a conclusion that the interpretive exercise
in this case would have the potential precedential value that
influenced the decisions in Vallieres, Precision
Plating, Ledcor, and Chicago Title.
 My view rests on PWC's
alternative argument. For reasons I will now explain, I agree that,
in interpreting the Contract, the application judge erred by
failing to construe the Contract as a whole. Accordingly, it falls
to this court to properly interpret and apply GC 35.4.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
It's not often that our little blog intersects with such titanic struggles as the U.S. presidential race – and by using the term "titanic" I certainly don't mean to suggest that anything disastrous is in the future.
J.J. v. C.C., is an interesting case in which the court held that an automotive garage owes a duty to minor children to secure the vehicles on the premises by locking the cars and safely storing the car keys...
In Irwin v. Alberta Veterinary Medical Association, 2015 ABCA 396, the Alberta Court of Appeal found that the "ABVMA" failed to afford procedural fairness to a veterinarian undergoing an incapacity assessment.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).