457351 Ontario Inc. v. Golfnorth Properties Inc.
Although the clause was not ambiguous, the proper interpretation is the one adopted by the application judge because the parties' chosen words, including the handwritten 'for greater certainty' clarification, and the commercial context dictate that meaning; therefore the appeal is dismissed.
Source-derived case information.
- Citation
- 2014 ONCA 382
- Parties
- Appellant: 457351 Ontario Inc.; Appellant: Diana Vacca; Respondent: Golfnorth Properties Inc.
- Court
- Court of Appeal for Ontario
- Jurisdiction
- Canada
- Judgment Date
- 13 May 2014
- Procedural Posture
- Collection / Appeal
- Outcome
- Appeal dismissed
- Legal Topics
- Contract Interpretation, Ambiguity, Commercial Reality, Costs
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
457351 Ontario Inc.
Appellant
Diana Vacca
Appellant
Golfnorth Properties Inc.
Respondent
Procedural Posture
Collection / Appeal
Legal Issues
- 1 Whether the clause in Schedule A was ambiguous
- 2 How the handwritten 'for greater certainty' sentence affects interpretation
- 3 Whether the application judge's interpretation should be upheld and the appeal dismissed
Ratio Decidendi
Although the clause was not ambiguous, the proper interpretation is the one adopted by the application judge because the parties' chosen words, including the handwritten 'for greater certainty' clarification, and the commercial context dictate that meaning; therefore the appeal is dismissed.
Court Disposition
Appeal dismissed
Orders
- Appeal dismissed with costs to the respondent of $10,000 all in.
Full Case Text
Judgment text and source record
1 paragraphs
457351 Ontario Inc. v. Golfnorth Properties Inc. Collection Decisions of the Court of Appeal Date 2014-05-13 Neutral citation 2014 ONCA 382 Docket numbers C57642 Judges Laskin, John Ivan; Rouleau, Paul S.; Lauwers, Peter D. Subject Civil Decision Content COURT OF APPEAL FOR ONTARIO CITATION: 457351 Ontario Inc. v. Golfnorth Properties Inc., 2014 ONCA 382 DATE: 20140512 DOCKET: C57642 Laskin, Rouleau and Lauwers JJ.A. BETWEEN 457351 Ontario Inc. and Diana Vacca Applicants (Appellant) and Golfnorth Properties Inc. Respondent (Respondent) Robyrt H. Regan, for the appellant S.J. Adler, for the respondent Heard: May 1, 2014 On appeal from the order of Justice Gordon D. Lemon of the Superior Court of Justice, dated August 29, 2013. APPEAL BOOK ENDORSEMENT [1] We agree with the appellant that the clause in question in Schedule A of the Agreement of Purchase and Sale is not ambiguous. However, we also agree with the application judge’s interpretation of the clause, given the words the parties used, especially the handwritten “for greater certainty” sentence, and the commercial reality on this transaction. [2] Accordingly, the appeal is dismissed with costs to the respondent of $10,000 all in.