Court of Appeal of Ontario

Hellix Biopharma Corp. v. Lifecodes Corporation

Date: 2002-06-12

Docket: CA C37071

Counsel: Susan Adam Metzler, for Applicant

McMurtry C.J.O.:

[1] We agree with Laforme J. that Clause 2.7 of the asset purchase agreement is clear and unambiguous. His interpretation is consistent with the rational meaning of the words and produces a commercially reasonable result. Accordingly, we are of the view that Laforme J. was correct in refusing to accept the extrinsic evidence as an interpretative aid and in refusing to direct a trial of an issue on the claim for rectification. In the absence of specific allegations vs Stikeman Elliott we see no reason to interfere with Laforme J.'s decision to dismiss the claim vs S.E. rather than direct a trial of an issue. The appeal is therefore dismissed with costs fixed in the amount of $5000.00 for each of the Respondents.

Appeal dismissed.