In J.P. Thomson Architects Ltd. v. Greater Essex County District School Board, 2025 ONCA 378, the Court of Appeal for Ontario considered the interpretation of a standard form dispute resolution clause (“GC18”) in a contract between an architectural firm and a public-school board. The appellant sought to mediate ongoing disputes after communications between the parties had deteriorated. When the respondent refused mediation, arguing the 30-day window had elapsed, the Applicant sought to appoint an arbitrator. The application judge agreed with the respondent, denying the request on the grounds that mediation was not sought within the prescribed period. On appeal, the Court of Appeal rejected the application judge’s interpretation of the clause imposing a strict 30-day deadline for initiating mediation, holding instead that GC18 only required parties to attempt to resolve disputes informally for at least 30 days before moving to formal mediation. Specifically, the Court of Appeal found there was … Read More
A Cautionary Tale in Contract Interpretation: ID Inc. v. Toronto Wholesale Produce Association, 2025 ONCA 22
The Ontario Court of Appeal recently issued a significant decision in ID Inc. v. Toronto Wholesale Produce Association, 2025 ONCA 22, addressing fundamental principles of contract interpretation. The Plaintiff/Respondent, a company specializing in outdoor advertising opportunities, proposed transforming a traditional billboard at the Ontario Food Terminal (“OFT”) into a lucrative digital sign. The Plaintiff/Respondent entered into a Sale and Maintenance Agreement (“SMA”) with the Defendant/Appellant, which required the Plaintiff/Respondent to secure a necessary permit for transforming the billboard within 360 days (the “Permit”). While the Plaintiff began the Permit process, the Defendant/Appellant directed it to halt municipal efforts and explore a provincial approval path. This shift, driven by legal opinions suggesting the OFT Board might be exempt from municipal regulations, ultimately led to the SMA’s expiration without the Permit being acquired. The Defendant/Appellant later awarded the digital sign project to another company, sparking the within litigation. Key Issues on Appeal … Read More