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CANADIANLAWYERMAG.COM/INHOUSE MARCH/APRIL 2019
lated to the environmental problems.
As well, a dispute over the meaning of an
agreement signed in 1985 between the prov-
ince and two companies to end litigation
stemming from the mercury poisoning and
also to keep pulp and paper operations going
at the Dryden plant is to be heard later this
month by the Supreme Court of Canada.
The issues to be resolved by the court
in Resolute FP Canada Inc. et al v. Ontario
could have implications in commercial con-
tracts far beyond that of the scope of the
1985 indemnity. It is also another reminder
about the importance of precision in con-
tract drafting. "You have to be cautious to
avoid boiler plate language," says Natalie
Mullins, a partner at Gowling WLG in To-
ronto. "You have to address every issue very
specifi cally," adds Mullins, whose practice
focuses on environmental-based litigation.
sattva v. creston
CONTRACTUAL
INTERPRETATION
In its 2014 decision in Sattva
Capital Corp. v. Creston Moly
Corp., the Supreme Court
attempted to provide guidance
for trial courts in the area of
contractual interpretation and
moved away from it being only
a pure question of law. Instead,
it outlined these factors for
judges to consider.
"The interpretation of
contracts has evolved towards
a practical, common-sense
approach not dominated by
technical rules of construction.
The overriding concern is
to determine the intent of
the parties and the scope of
their understanding… To do
so, a decision-maker must
read the contract as a whole,
giving the words used their
ordinary and grammatical
meaning, consistent with the
surrounding circumstances
known to the parties at the
time of formation of the
contract. Consideration of the
surrounding circumstances
recognizes that ascertaining
contractual intention can
be diffi cult when looking at
words on their own, because
words alone do not have
an immutable or absolute
meaning…The goal of
examining such evidence is
to deepen a decision-maker's
understanding of the mutual
and objective intentions of the
parties as expressed in the
words of the contract.
