ONTARIO – Contracts – Interpretation --- To interpret the intention of the parties, the Court should consider the context, the surrounding circumstances and the whole agreement between the parties. Commercial practice at the time of the agreement may also be considered. --- Settlement Agreements between shareholders of a real estate development that provided one party with an advance payout from the proceeds of sale of the project superseded the shareholders’ agreements between the parties. The fact that the developments sold for more than the applicant expected when the Settlement Agreements were made was not a reason not to enforce the Settlement Agreement.

ONTARIO – Contracts – Agreements of Purchase and Sale – Interpretation of Termination Clause – An agreement for the purchase of a development project (“the APS”) gave the seller the right to terminate the agreement if the buyer did not complete a pre-consultation meeting with the municipality within four weeks after the signing of the agreement. A meeting with the municipality that took place two months before the APS was signed could not be treated as the pre-consultation meeting referred to in the APS. The seller had the right to terminate the APS.

ONTARIO – Arbitration – Application to Set Aside Arbitral Award – Where a party can present its case and the Tribunal’s conduct did not offend basic notions of morality and justice, the award will not be set aside for reasons of fairness or natural justice. A reviewing court must give a high degree of deference to an international arbitral tribunal’s award under the Model Law. The reviewing court cannot set aside the award simply because it believes the tribunal wrongly decided a point of fact or law.

ONTARIO – Arbitration – Reasonable Apprehension of Bias – Even where there is a reasonable apprehension of bias, the court may exercise its discretion and refuse to set aside the award where the reasonable apprehension of bias did not undermine the reliability of the result and did not produce real unfairness or real practical injustice.

ONTARIO – Arbitration – Recognition and Enforcement of Arbitral Judgment – Under the Model Law, the grounds for a court to refuse recognition and enforcement of a foreign arbitral award are construed narrowly and are the same as the grounds to set aside an award. To justify setting aside an arbitral award under the Model Law for reasons of fairness or natural justice, the conduct of the arbitral tribunal must be sufficiently serious to offend our most basic notions of morality and justice. Judicial intervention for alleged violations of the due process requirements of the Model Law will be warranted only when the tribunal’s conduct is so serious that it cannot be condoned under Ontario law. A party is not entitled to reargue the merits of the case in an application to enforce the Award.

ONTARIO – CONTRACTS – A share purchase agreement arising from the triggering of a non-mandatory buy-sell clause in a unanimous shareholders agreement (“USA”) can be a standalone contract even if it is not a mutual shot-gun provision. If the SPA was a standalone contract, the buyer could not have repudiated the agreement.

ONTARIO – Arbitration – Application to Set Aside Arbitral Award – In a set aside application pursuant to Article 34(2)(a)(ii) of the Model Law for reasons of fairness, the conduct of the tribunal must be sufficiently serious to offend our basic notions of morality and justice and Ontario Law on damages.