The appellant seller appealed from a Court of Appeal decision that held exclusion clauses in a contract for the sale of topsoil were insufficient to oust the implied condition under s. 14 of the Sale of Goods Act that goods must correspond with their description.
The buyer had waived its right to test the topsoil before shipment, and the contract contained clauses providing that the seller would not be responsible for the quality of the material if the buyer waived those rights.
The Supreme Court held that the exclusion clauses constituted an express agreement under s. 53 of the Sale of Goods Act, applying modern contractual interpretation principles from Sattva and Tercon.
The majority restored the trial judge's judgment, finding the objective intention of the parties was for the buyer to accept the risk that the topsoil would not meet the previously supplied specifications if it failed to test the soil.
Côté J. dissented, concluding the word 'quality' in the exclusion clauses could not be expanded to cover defects in description or identity.
