There was no reason not to give effect to the
stated intention of the parties that participation in the scheme should alter the contract previously entered into between a parent and the school.
This does not offend the parol evidence rule because the goal of considering the factual matrix is (at para 81) «to deepen the trial judge's understanding of the mutual and objective
intentions of the parties as expressed in the words of the contract.»
The court is being asked to give meaning to the annuities augmentation provision based on the common
intention of the parties at the time the treaty was made.
If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original
intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.
In practice, the rules of evidence set out in Quebec's Civil Code will give precedence to the literal word when the court determines that the
common intention of the parties appears clearly.
In that case, Justice Frank Iacobucci said: «As observed by the application judge, a contractual term may be implied «on the basis of the presumed
intentions of the parties where necessary to give business efficacy to the contract or where it meets the «officious bystander test.»
Note that the
subjective intention of the parties is not relevant and even if the agreement pursues other legitimate objectives it may still be held as having a restrictive object within Art 101 (1).
In Abrams v. Grant [1978] O.J. No. 2283, Steel J. confirmed that courts will go beyond the writing to find the
real intention of the party in the communication.
Nonetheless, the court will continue to seek to give effect to the
actual intention of the parties prior to, or at, a particular point in time rather than impose its own view as to what will be fair in light of what the parties» future positions are to be.
In some decisions — such as Roden v Toronto Humane Society (2005), Oudin v Centre Francophone de Toronto (2016) and Cook v Hatch (2017)-- the courts have found that silence might mean an implied intent to comply with the Employment Standards Act (the «ESA») and / or that ambiguities in termination clauses can be resolved by focusing on the
overall intention of the parties.
Although the
general intention of the parties was to complete the plan on a tax - neutral basis, due to certain unforeseen occurrences (including a demand for repayment of certain debt obligations of one of the target companies) and errors that were discovered by the Canada Revenue Agency in 2008 in the course of an audit, the transaction ultimately resulted in additional tax obligations.
In doing so, the court looked at factors other than simple financial contribution and directly linked the issue of the
shared intention of the parties (although as one party at this stage was deceased, that must have been somewhat challenging).
Mr. Lederman replied that when a court looks to the
reasonable intention of the parties, any imbalance in bargaining power between parties does not affect the contract's interpretation, unless the contract was unconscionable at the time of formation [para 85 of Respondents» Factum].
Interpreting a ROFR involves finding an interpretation that promotes or advances the true
intentions of the parties at the time they entered into the contract.
Courts tend to rule on the basis of underlying principles that, once applied, may go far beyond the
original intentions of the parties, and in ways that are contrary to the interests of all (see Luke 12:58).
It is advisable to include details beyond how to effect termination in a joint venture agreement rather than leave it to a court to infer the
common intention of the parties.
The Court of Appeal affirmed, following the Federal Court of Appeal's decision in Apotex Inc. v. Allergan Inc., 2016 FCA 155, that «Evidence of the actual state of mind or
subjective intention of the parties is irrelevant to the existence of a valid contract and its terms» (See para. 35).
For instance, the Quebec Court of Appeal recently upheld a judgment of the Quebec Superior Court in which the court, by declaration, modified a clause in a loan agreement because the evidence revealed a discrepancy between the
real intention of the parties and the wording of the contract.
The above approach is re-affirmed by the common law principle that the
true intention of the parties may be ascertained from the circumstances surrounding the conclusion of the contract and the subsequent conduct of the parties.
This was dealt with succinctly by Lord Neuberger at paras 125 - 126 in Dowden: «An inferred intention is one which is objectively deduced to be the subjective
actual intention of the parties, in the light of their actions and statements.
Second, the courts rejected the argument that public policy requires court supervision on a «correctness» standard, because such a role for national courts in arbitral proceedings is contrary to the
presumed intention of the parties that their dispute be resolved by one tribunal.
As Darby and Stenson learned, even business interactions can spread like wildfire, welcoming the court of public opinion to pass judgement on
the intentions of both parties.
One of the factors used by the IRS for determining worker classification is
the intention of the parties.
A group calling itself the Young Patriots of the Peoples National Convention (PNC) in the Northern Region, has exposed what it says are attempts by some internal detractors to frustrate
the intentions of the party's General Secretary, Bernard Mornah, from contesting the PNC's National Chairmanship slot.
The intention of both parties may not...
As mentioned before,
the intentions of all parties involved isn't made clear.
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original
intentions of the parties, and the remaining portions shall remain in full force and effect.
Agreed, that a formal agreement which makes
the intentions of both parties clear, should minimize the risk.
It allows an attack on the validity of the transaction on grounds irrelevant to
the intention of the parties.
But the most important aspect of a contract is that it accurately describes
the intentions of the parties involved, and the obligations and benefits involved.
«
The intention of the parties, as discerned by the Court, to be bound or not to be bound should be paramount.
It would not be appropriate to rewrite the contract to create a more moderate restriction which was not in
the intention of the parties.
The Court held that the case was governed by the case of Shea v. Bay State Gas Co., 383 Mass. 218, 222 (1981), which held that «[c] ontracts of indemnity are to be fairly and reasonably construed in order to ascertain
the intention of the parties and to effectuate the purpose sought to be accomplished.»