The appellant was an exclusive distributor of the respondent's products.
The respondent terminated the distributorship agreement with immediate effect pursuant to a clause allowing termination 'at any time' with or without cause.
The appellant sued for breach of contract, arguing that the clause impliedly required reasonable notice because another clause explicitly stated termination would be effective 'upon the giving of such notice'.
The Supreme Court of Canada held that the difference in wording created an ambiguity.
Applying the contra proferentem rule, the Court resolved the ambiguity against the respondent (the drafter) and held that reasonable notice of termination was required.
