Mechanical Pin Resetter v. Canadian Acme

Mechanical Pin Resetter v. Canadian Acme

The 1963 agreement, read in context with the prior exclusive sale and manufacture agreements involving Brunswick, did not apply to Canadian sales; because the documents were not clear and contained conflicting provisions extrinsic evidence was admissible and established the parties never intended to affect Canadian sales, so the $375 per machine royalty continued for Canadian sales.

Citation
[1971] SCR 628
Parties
Plaintiff Appellant: Mechanical Pin Resetter Company Limited; Defendant Respondent: Canadian Acme Screw & Gear Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
27 November 1970
Procedural Posture
Contract Appeal (patent Licence) / Appeal to Supreme Court of Canada From Court of Appeal for Ontario
Outcome
Appeal allowed; judgment at trial restored
Legal Topics
Licensing Agreement, Royalty Calculation, Contract Interpretation, Extrinsic Evidence, Ambiguity, Exclusive Sales Rights
Source Language
English
Contract Intellectual Property Commercial Law Licensing Agreement Royalty Calculation Contract Interpretation Extrinsic Evidence Ambiguity +1 more

Case Brief

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Parties

Mechanical Pin Resetter Company Limited

Plaintiff Appellant

Canadian Acme Screw & Gear Limited

Defendant Respondent

Procedural Posture

Contract Appeal (patent Licence) / Appeal to Supreme Court of Canada From Court of Appeal for Ontario

Legal Issues

  1. 1 Whether the 1963 agreement between Mechanical and Acme applied to Canadian sales
  2. 2 Whether extrinsic evidence was admissible to interpret the scope of the 1963 agreement given prior agreements
  3. 3 Whether the applicable royalty for Canadian sales was $375 per machine or the alternative formula in the 1963 agreement

Ratio Decidendi

The 1963 agreement, read in context with the prior exclusive sale and manufacture agreements involving Brunswick, did not apply to Canadian sales; because the documents were not clear and contained conflicting provisions extrinsic evidence was admissible and established the parties never intended to affect Canadian sales, so the $375 per machine royalty continued for Canadian sales.

Court Disposition

Appeal allowed; judgment at trial restored

Orders

  • Allow appeal
  • Restore trial judgment awarding plaintiff $54,824.58