In the recently released decision in Riddell Kurczaba Architecture Engineering Interior Design Ltd v. Governors of the University of Calgary, 2018 CarswellAlta 10, 2018 ABQB 11, the Alberta Court of Queen’s Bench applied three potential aids to the interpretation to a client-consultant contract: contra proferentem; post-contract conduct; and estoppel. The court also applied the limitation […]
Continue Reading →Alberta Court Applies Principles Of Contract Interpretation And Limitations To A Client-Consultant Contract
Posted by: Thomas G. Heintzman
Standard Form Contract To Be Given Plain Meaning, Not The Industry Meaning: Supreme Court Of Canada
Posted by: Thomas G. Heintzman
In its recent decision in Sabean v. Portage La Prairie Mutual Insurance Co., the Supreme Court of Canada has held that words in a standard form contract used by the public should be given their plain and ordinary meaning, and not a different meaning that those words might be given by the industry or trade […]
Continue Reading →Interpretation Saves Contract From Penalty Doctrine
Posted by: Thomas G. Heintzman
Contract law contains a fundamental rule: penalty clauses are prohibited and liquidated damage clauses are permitted. But in its recent decision in Ottawa Community Housing Corp. V. Foustanellas, the Ontario Court of Appeal held that there is another way to look at this rule. The clause is valid if, properly interpreted, the clause delays, but […]
Continue Reading →Can A Payment Bond Impose Double Payments On A Contractor?
Posted by: Thomas G. Heintzman
Payment bonds come in various shapes and sizes and it is important to read them carefully before concluding what they bond. They may not just bond the payment obligation of the party obtaining the bond. They may also bond the payment obligations of all persons on the project. If they do the latter, then the […]
Continue Reading →Can Someone Be Compelled To Arbitrate By Estoppel?
Posted by: Thomas G. Heintzman
Can the conduct of the parties after they have signed a commercial contract influence the interpretation of the arbitration agreement contained in that contract? If they take one position during the performance of the contract with respect to whether a dispute is arbitrable, can they be estopped from asserting to the contrary when a dispute […]
Continue Reading →When Is The Main Building Contract Incorporated By Reference Into The Subcontract?
Posted by: Thomas G. Heintzman
Most standard form building contracts provide for the incorporation of the main contract into the subcontract. For instance, GC 3.7.1 of the CCDC 2 Stipulated Price Contract requires the contractor to incorporate the terms of that contract into all agreements with subcontractors and suppliers. But what effect does an Incorporation by Reference clause in the […]
Continue Reading →Remember Rainy Sky: The Commercially Sensible Interpretation Prevails
Posted by: Thomas G. Heintzman
Every once in a while, an important decision comes along which should be put in your hip pocket so that it can be pulled out when needed. Rainy Sky S.A. v. Kookmin Bank is such a decision. In this decision, the U.K. Supreme Court (formerly the House of Lords) recently held that if there is […]
Continue Reading →How Does A Court Find And Interpret An Oral Construction Contract
Posted by: Thomas G. Heintzman
Construction Contract – Interpretation – Oral Contract A contract in the construction industry is usually in written form. Often the contract will follow the CCDC form of contract. But what principles should apply to the interpretation of oral contracts? The British Columbia Court of Appeal recently addressed this issue in Copcan Contacting Ltd v. Ashlaur […]
Continue Reading →Contractors Beware: Don’t Rely On Quantum Meruit To Fill a Gap in a Contract
Posted by: Thomas G. Heintzman
The principles of contract interpretation and quantum meruit are obviously quite distinct. But in its recent decision CH2M Hill Energy Canada, Ltd. v. Consumers’ Co-operative Refineries Ltd., the Saskatchewan Court of Appeal has reminded us that they also give rise to two very different and separate payment obligations. There cannot be an obligation to make […]
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