The Court held that the importance of the factual matrix is less
important when it comes to cases involving standard form contracts.
It held that the factors which are important in interpreting a
standard form contact (purpose, nature of the relationship and
market/industry) are not inherently fact-specific and will
generally be the same for each party who enters into the standard
form contract. It is important to note, however, that the Court
does not completely rule out the possibility of using factual
matrix to interpret such contracts.
The Court also noted the importance of precedential value in
respect of standard form contracts in its rationale for why they
should be interpreted on a correctness standard. Unlike regular
contracts, an interpretation of a standard form contract may have
implications far beyond the parties to the agreement at issue and
as such, the standard of review should be a question of law.
Cromwell J., in dissent, held that the interpretation of a
standard form contract must strictly follow the Court's
reasoning in Sattva and the standard of review
should be mixed fact and law – not correctness.
A fundamental principle of contract law in Canada is that the parties to a contract are usually free to negotiate and agree upon any terms which will advance their respective (and sometimes mutual) interests.
Royal Bank of Canada v. Surje & Company Inc. is a recent decision of the Ontario Superior Court of Justice. The personal defendant, Sunny Bhasin held most of the common shares in Surge & Company Inc., the corporate defendant.
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
Following the Divisional Court's decision in Toronto-Dominion Bank v. Ryerson University, companies that contract with government institutions should be aware that such contracts are likely open to disclosure under the Freedom of Information and Protection of Privacy Act.
Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association's 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study).
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