30-day risk-free examination
Secure checkout
Multiple copy discounts

Canadian Contractual Interpretation Law, 3rd Edition

This text is the only one of its kind that undertakes a thorough overview of the law of contractual interpretation from both the Canadian common law and Quebec civil law perspective.
Publication Language: English

Hardcover | 448 pages

In Stock
ISBN/ISSN: 9780433478379

Product details

Special Student pricing is available. Please contact Paula Sloss, Account Executive Academic Print Products at 416-200-6640 or 1-844-408-0655, or email paula.sloss@lexisnexis.ca for more information.

The game changers…Sattva Capital Corp. v. Creston Moly Corp. and Bhasin v. Hrynew
In 2014, these two landmark Supreme Court of Canada decisions dramatically reoriented the field of contractual interpretation by respectively rejecting a centuries old principle that contractual interpretation is purely a question of law, and recognizing an organizing principle of good faith underlying all Canadian contract law. These dramatic shifts in the field of contractual interpretation along with the plethora of new issues opened by these decisions have consequentially reoriented the layout and content of this new Third Edition of Canadian Contractual Interpretation Law.

This text is the only one of its kind that undertakes a thorough overview of the law of contractual interpretation from both the Canadian common law and Quebec civil law perspectives. Thorough, yet short and concise, readers of the Third Edition will be equipped an understanding of virtually every issue pertaining to contractual interpretation.

Cited by courts across Canada including the Supreme Court of Canada
The author, Geoff Hall, a senior commercial litigator and adjunct law professor teaching contractual interpretation law, clearly explains the legal principles that underpin virtually every aspect of the interpretation of contracts, analyses past, present and future developments with reference to ample Canadian case authorities, and provides insight into how this dynamic area of the law may develop in the future, particularly with reference to the new issues opened up by Sattva and Bhasin.

New in this Edition

  • Replete with additional cases to support the point being covered
  • New section on The Organizing Principle Of Good Faith And The Duty Of Honest Performance
    • Explains the law before Bhasin thus enabling readers to understand its effect
    • Explains the six circumstances in which a duty of good faith performance arises, and a seventh where it mayarise
    • Clarifies the principle by examining three sources of confusion that surround the principle
  • Re-written section on the issue of whether the interpretation of a contract is a question of law, fact, or mixed fact and law based on the holdings in Sattva
    • Explains the context for the Sattva holding and the evolution away from the historical view
    • Explains the principles that emerged from Sattva, their implications for the standard of appellate review, and additional issues opened by the holding in Sattva
    • Explains the Canadian courts' responses to Sattva, and anticipates the direction of the law
  • New section on the Related Contracts Doctrine
    • Includes several recent cases discussing this doctrine
    • Explains how the related contracts doctrine operates and how it can achieve different interpretive results than if a single contract was interpreted in isolation
  • New section on Headings
    • Explains how headings must be used as part of the interpretive process (unless the contract expressly says that headings are not to be taken into account)
  • Discusses whether ambiguity is a prerequisite to the consideration of commercial efficacy (Ventas)
  • The author explains how the Parol Evidence Rule and contra preferentum can be reconciled with the law's current emphasis on the ‘factual matrix'/contextual approach as confirmed in Sattva
  • New section on Illegality And The Use Of Interpretation To Avoid It
  • New section on Statutory Rights And Obligations
  • New section in Implied Terms which explains how the influential 2009 English case Attorney General of Belize v. Belize Telecom figures in Canadian contractual interpretation

Who Will Need this Book?

  • Commercial litigators – to determine how to persuade courts to accept their clients' interpretations of disputed contractual provisions
  • Commercial lawyers – to learn how the courts will interpret and apply the contracts they draft to ensure that their clients' wishes will prevail if there is a dispute
  • Judges – a resource to refer to established contractual interpretation principles when adjudicating a contractual dispute
  • Law schools and law libraries – a valuable addition to academic reference sources on contract law and contract legal doctrines; a resource when teaching contractual interpretation courses

Featured authors

Table of contents

Chapter 1 Introduction
Chapter 2 Fundamental Precepts of Contractual Interpretation
Chapter 3 Elements of Contractual Interpretation
Chapter 4 Implied Terms
Chapter 5 Rectification
Chapter 6 Estoppel by Convention
Chapter 7 Agreements to Agree
Chapter 8 The Interpretation of Specific Types of Contracts
Chapter 9 The Interpretation of Specific Types of Clauses