Welcome to “Cases That Should Have Gone to the Supreme Court of Canada, But Didn’t!”
In this episode, Kyla Lee from Acumen Law Corporation discusses a contract dispute in the energy sector where one party argued that the shared intentions during negotiation should override the written terms of the agreement. The court disagreed, holding that even if both parties had a different understanding during negotiation, the plain language of the contract governed. The Supreme Court of Canada declined to hear the appeal—missing an important opportunity to revisit how intention interacts with written terms in modern contract law.
Key Points Discussed
– A dispute arose over whether the negotiating parties’ intentions should override the actual wording of a written energy contract.
– The court held that intention cannot alter the clear language of a contract once it’s signed.
– The party arguing for the role of intention in interpreting the contract was unsuccessful at trial and on appeal.
– The Supreme Court of Canada declined to grant leave to appeal.
Why This Case Matters
Contract law affects everyone—from consumers to corporations—yet the legal approach remains grounded in strict interpretations of written language. In reality, many contracts are entered into based on shared understandings, informal communications, or power imbalances between parties. When the written contract doesn’t reflect those realities, people may be unfairly bound by terms they didn’t truly agree to.
Courts are increasingly being asked to interpret contracts in light of modern communication styles, including informal emails and emojis. Recognizing intention as part of contract interpretation could better reflect how agreements are actually made today.
Missed Opportunity for a National Standard
The Supreme Court could have clarified the role that intention should play in interpreting contracts—especially in cases of unequal bargaining power or misalignment between negotiation and the final written terms. Guidance could have included:
– When surrounding negotiations or conduct may override or modify written language
– How courts should weigh evidence of shared intent in contractual disputes
– The limits of contractual certainty in the face of clear negotiating context
– Recognition of power imbalances in contract formation
Need for Clarity and Accountability
In an era where contracts are formed quickly—sometimes with minimal discussion—courts need tools to assess what the parties actually meant. Relying solely on formal written terms risks ignoring the realities of how modern business and personal agreements are made. Including intention in contract interpretation wouldn’t undermine certainty—it would enhance fairness.
Topics Covered
– Interpretation of written contracts
– The role of intention in contract disputes
– Power imbalances in contract formation
– Evolution of contract law in the digital age
– When pre-contract negotiations should matter in court
