Citation and Court Information
CITATION: Di Sarra v. Ontario Association of Architects, 2021 ONSC 2697
DIVISIONAL COURT FILE NO.: 288/20
DATE: 20210412
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
MOLLOY, SACHS and BLOOM JJ.
BETWEEN:
FRANCESCO DI SARRA and FRANKFRANCO ARCHITECTS INC. Appellants
– and –
ONTARIO ASSOCIATION OF ARCHITECTS Respondent
COUNSEL: Jordan Glick and Jordan Stone, for the Appellants Paul Davis, for the Respondent
HEARD: March 17, 2021 remotely
REASONS FOR DECISION
MOLLOY J.:
A. INTRODUCTION
[1] Francesco Di Sarra is a professional architect licensed by the Ontario Association of Architects (“OAA”), which is the self-governing professional regulator for architects in Ontario. Mr. Di Sarra appeals to this Court from the February 25, 2020 decision of the OAA’s Discipline Committee finding him guilty of professional misconduct.
[2] The Discipline Committee found that Mr. Di Sarra was in a conflict of interest because as an architect on a renovation project he provided millwork drawings used by the owner of the home to solicit quotes for the work, and at the same time was an owner in a company that submitted a quote to carry out that work. The Committee found this to be a breach of s. 43(1)(f) of a regulation, which stipulates that it is a conflict of interest for an architect who is providing architectural services on a building project to also have an ownership interest in another company that has submitted “tenders or bids” on a project.
[3] The appellant submits that the words “tenders or bids” in this provision were misinterpreted by the Committee and had no application to the informal process of obtaining quotes for the millwork on this renovation project.
[4] In my view, the Committee correctly interpreted the provision as applying to an informal competitive tendering process such as the one in this case. For the reasons that follow, I would dismiss the appeal.
B. FACTUAL BACKGROUND
[5] There were no facts in dispute with respect to this matter. The Discipline Committee made its decision based on an Agreed Statement of Facts filed by the parties.
[6] Mr. Di Sarra carries on his architectural practice through Frankfranco Architects Inc., a corporation of which he is the principal architect and owner. Mr. Di Sarra is also a part owner in Capoferro Inc. (“Capoferro”), a company that provides various construction and construction management services, including millwork.
[7] The owner of a home in Mississauga retained Mr. Di Sarra to provide architectural services for a planned renovation project. Capoferro also did some construction work on the project, with disclosure to the owner of Mr. Di Sarra’s ownership interest in that company. The regulation requires that such disclosure be in the contract documents. At the discipline hearing, there was an issue as to whether that disclosure had been adequate to comply with the regulation, given that it had been done by text messages. The Discipline Committee found that this was sufficient, although recommending that in future such communications should be done in a clear and professional manner in contractual documents, rather than in the casual manner used by Mr. Di Sarra. There is no appeal with respect to this aspect of the Committee’s decision.
[8] One of the architectural services provided by Mr. Di Sarra was the preparation of drawings for the millwork on the project. These were provided to the owner so that she could solicit quotes from contactors for the millwork. It is this aspect of the project that gave rise to the finding of professional misconduct.
[9] The property owner provided the millwork drawings to various contractors she sought out herself and invited them to provide quotes for the work. Mr. Di Sarra also sent the drawings to a number of millwork companies for the same purpose.
[10] There was no formal process established governing the selection of a contractor to perform the millwork. Deposits were not required from any contractor submitting a bid. Any offers received were subject to negotiation and required a contract to be agreed upon between the owner and the millwork contractor. The parties agreed that in these circumstances, the submission of an offer did not create a contractual relationship between the owner of the property and the contractor making the offer.
[11] Capoferro submitted an offer to perform the work set out in the millwork drawings. A number of other companies also submitted offers, some of those from sources who received the drawings from Mr. Di Sarra, and some of which were sourced by the owner herself. The owner did not select Capoferro to do the work. She awarded the contract to a company she had sourced herself.
C. THE ISSUE ON APPEAL
[12] The Architects Act and the regulation thereunder (the “Regulation”) state that it is professional misconduct for an architect to be in a conflict of interest.[^1] The form of conflict of interest at issue in this appeal is set out in s. 43(1)(f) of the Regulation, which states:
- (1) A member or holder has a conflict of interest where the member or holder or an officer, director, partner or employee of the member or holder,
(f) has a direct or indirect financial or other interest, whether personal or otherwise, in or with any person, firm, partnership or corporation that submits or has submitted tenders or bids on a building project with respect to which the member or holder provides architectural services.
[13] The appellant submits that the Discipline Committee gave an overly broad interpretation to the words “tenders or bids” in this provision. The appellant’s position is that this section applies only to a formal process of tendering, in which an invitation to tender is made and the presentation of a responding offer creates a binding contract between the parties, of the kind referred to as “Contract A” in the Supreme Court of Canada’s 1981 decision in R. v. Ron Engineering.[^2]
[14] The appellant argues that the Committee’s interpretation: (1) creates an illogical or absurd result; (2) is inconsistent with the plain wording of the provision; (3) is inconsistent with the purpose of the legislation generally and the conflict of interest provisions in particular; and (4) is inconsistent with the legislative history of the conflict of interest provisions.
D. STANDARD OF REVIEW
[15] The Architects Act provides a full right of appeal to the Divisional Court from decisions of the Discipline Committee. Section 36(3) provides:
An appeal under this section may be made on questions of law or fact or both and the court may affirm or may rescind the decision of the committee appealed from and may exercise all powers of the committee and may direct the committee to take any action which the committee may take and as the court considers proper, and for such purposes the court may substitute its opinion for that of the committee or the court may refer the matter back to the committee for rehearing, in whole or in part, in accordance with such directions as the court considers proper.
[16] There are no facts in dispute. The Discipline Committee’s decision on this point turns entirely on its interpretation of the words “tenders or bids” in s. 43(1)(f) of the Regulation, which is also the sole issue before this Court. This is a pure question of law. The Committee is required to be correct.[^3] We were advised in the course of argument that this is a case of first impression; there are no cases interpreting this provision since its enactment in 1984.
E. THE LEGISLATIVE FRAMEWORK
[17] The current provisions relating to conflicts of interest came into force in 1984. Prior to that, and dating back to 1977, the conflict of interest provisions were considerably broader in scope and more general in nature. Under s. 37(b) of the previous regulation, an architect was prohibited from having any direct or indirect interest in any entity “which contracts for any construction with the owner of a building project with respect to which project the member is providing architectural services.” In short, under the prior scheme, an architect on a building project was simply prohibited from having an interest in any company doing other work on that project.
[18] In the 1984 amendment, a different approach was taken. Section 43(1) lists six scenarios that would constitute a conflict of interest. There are then three subsections which set out circumstances in which these scenarios would not constitute a conflict of interest, operating as a sort of exception to the general proposition. The Regulation states:
- (1) A member or holder has a conflict of interest where the member or holder or an officer, director, partner or employee of the member or holder,
(a) has a direct or indirect financial or other interest in any material, device, invention or service used on a building project with respect to which the member or holder provides architectural services;
(b) makes use of any service offered by a contractor, subcontractor or manufacturer or supplier of building materials, appliances or equipment, that may adversely affect the judgment of the member or holder as to any question that arises on a building project with respect to which the member or holder provides architectural services;
(c) has a direct or indirect financial or other interest, whether personal or otherwise, in or with a person, firm, partnership or corporation that is the owner, contractor, subcontractor, construction manager, design-builder or project manager of a building project with respect to which the member or holder provides architectural services;
(d) has a direct or indirect financial or other interest in a contract or transaction, other than the agreement between the architect and the client, to which the owner, contractor, subcontractor, construction manager, design-builder or project manager is a party on a building project with respect to which the member or holder provides architectural services;
(e) has a direct or indirect financial or other interest, whether personal or otherwise, that may adversely affect the judgement of the member or holder as to any question that may arise on a building project with respect to which the member or holder provides architectural services; or
(f) has a direct or indirect financial or other interest, whether personal or otherwise, in or with any person, firm, partnership or corporation that submits or has submitted tenders or bids on a building project with respect to which the member or holder provides architectural services.
(2) Clause (1) (a) does not apply to create a conflict of interest where the interest is disclosed in the contract documents and the consent in writing of the client is obtained.
(3) Clause (1) (c) or (d) does not apply to create a conflict of interest where the interest is disclosed in the contract documents.
(4) Subsection (1) does not apply to create a conflict of interest in the provision of architectural services with respect to a building project of which the member or holder is a substantial owner or that is controlled by the member or holder where the interest is disclosed in the contract documents.
[19] Of particular relevance to the case at hand are subsections 43(1)(c) and (f). Under the prior regime, if an architect simply had an interest in a company that provided construction services, that construction company could not provide services on any project in which the architect was retained. However, under the new scheme the general prohibition of such a potential conflict is removed by s. 43(3) if the architect’s interest in the construction company is disclosed in the contract documents.
[20] There is no such exemption for s. 43(1)(f). If the stipulated circumstances arise (i.e., if a company in which the architect has an interest “submits or has submitted tenders or bids” on a building project with respect to which he or she is providing architectural services), that is deemed to be a conflict of interest. Disclosure to the owner of the architect’s interest, even an explicit consent or waiver by the owner, does not change that conclusion. It is a conflict of interest.
F. THE DECISION OF THE DISCIPLINE COMMITTEE
[21] The Committee held that the conflict of interest scenario described in s. 43(1)(f) is not limited to a formal tendering process of the type contemplated in Ron Engineering. The Committee noted that Mr. Di Sarra, in his role as the architect of record, prepared “design and contract documentation required for tender drawings to be competitively tendered to various millwork companies,” while at the same time his company Capoferro “used the tender drawings for the purpose of submitting a millwork price” to the owner. The Committee described the millwork drawings and specifications prepared by Mr. Di Sarra as being part of the owner’s “tender package” and stated that the “purpose of the millwork tender was to receive competitive bids from the marketplace and ensure there was no perceived advantage by one or any of the millwork bidders.”
[22] The Committee discussed the role of a tendering process in its industry, stating that it “is considered one of fairness and transparency that ensures integrity in the design and construction industry.” The Committee expressed two concerns about Mr. Di Sarra’s company submitting a bid for the millwork. First, Mr. Di Sarra had an “unfair advantage over other bidders by having this pre-tender knowledge of the requested scope of millwork services.” Second, if Mr. Di Sarra’s company had been awarded the contract, Mr. Di Sarra would be placed in a “continued conflict of interest as both the Architect of Record and the owner of the millwork company providing the millwork, making it difficult for him to remain impartial to the client.” The Committee ruled:
The Committee finds that ss. 43(1)(f) is directed at these concerns of unfair advantage in a bidding process and continued conflict of interest if a business in which an architect has an interest is awarded a contract – concerns that apply even if the tender or bid process does not include the formalities described, for example, in paragraph 12 of the Agreed Statement of Facts. In the Committee’s view, this interpretation of ss. 43(1)(f) is consistent with the fact that its provisions are not subject to the ss. 43(3) exception, since these concerns remain even where a conflict of interest is disclosed.
[23] The formalities referred to in paragraph 12 of the Agreed Statement of Facts, which the Committee held were not prerequisites to the applicability of s. 43(1)(f) were:
- a formal process governing the selection of the successful contractor;
- written terms for how offers were to be submitted;
- formal requests for proposal issued;
- a requirement that contractors pay a deposit upon submitting bids;
- a contractual relationship created between the owner and the offeror by virtue of the offer; and,
- any offers being subject to negotiation and requiring the owner and contractor to agree on a contract.
G. ANALYSIS
The Supreme Court of Canada Decision in R. v. Ron Engineering
[24] The decision of the Supreme Court of Canada in R. v. Ron Engineering is considered a landmark development in the law of tendering. The underlying facts are of no consequence here. The particular impact of the decision is the recognition that a formal tendering process creates two contracts: Contract A (which is a unilateral contract created upon a contractor submitting a bid to do certain work in response to a formal tender package), and Contract B (which is the contract formed between the parties when a bid is accepted). In the tendering process at issue in that case, there was a tendering package calling for bids within a specific period of time. Any contractor submitting a bid was required to pay a deposit. After the time for submitting bids had closed, bids could no longer be withdrawn or amended. If a bid was selected, the offeror was called upon to enter into Contract B in accordance with the submitted bid. A failure to do so would result in forfeiture of the deposit. If a bid was not selected, the deposit would be returned.
[25] These, however, were already the terms of the agreements before the Supreme Court of Canada in that case. The Supreme Court of Canada did not stipulate that in future all tender packages must contain such terms; it merely ruled that in these types of situations there would be a Contract A and a Contract B and that certain rights and obligations would flow from that.
[26] More importantly, at no point in Ron Engineering did the Supreme Court of Canada provide a definition of “tender,” or “bid,” or “tender package,” and nothing in the case turned on the meaning of those terms.
[27] The appellant also relies on Chippewas of Mnjikaning First Nation v. Chiefs of Ontario and in particular on para. 179 of that decision which states:
Without probing too deeply into the complexities of the law of tendering, suffice it to say that it is built around the “Contract A/Contract B” analysis articulated by the Supreme Court of Canada in Ontario v. Ron Engineering, [1981] 1 S.C.R. 111, as revised in M.J.B. Enterprises Ltd. v. Defence Construction (1951) Ltd., [1999] 1 S.C.R. 619. The submission of a bid, or “tender,” in response to an invitation to tender, may result in initial contractual obligations (Contract A), if the parties intend this to be the case. The terms of Contract A are governed by the terms of the tender call but generally include the obligation to enter into a second contract (Contract B), upon acceptance of a compliant bid, in the terms of that bid.[^4]
[28] The case turned on whether a particular agreement with respect to the site selection process for a casino created a binding Contract A/Contract B-type situation, as envisioned by Ron Engineering. In the result, the Court of Appeal held that the situation before it did not fit within that paradigm because of the nature of the document alleged to have created Contract A. There is nothing in the decision that assists in defining a “tender” or a “bid” other than the reference to “bid, or ‘tender’” which seems to suggest that those terms are synonymous.
Plain and Ordinary Meaning
[29] It is a fundamental principle of statutory interpretation that the words in an Act or Regulation “are to be read in their entire context and in their grammatical and ordinary sense harmoniously with the scheme of the Act, the object of the Act, and the intention of Parliament.”[^5]
[30] The appellant relies on this principle, but at the same time urges upon this court, as he did before the tribunal, an interpretation that, in my view, is far from plain or ordinary.
“Tender or Bid” are Synonymous Terms
[31] Counsel for the appellant submits that the Committee erred by giving a separate interpretation to the words “tender” and “bid,” when in fact they should be interpreted as synonymous terms, in accordance with their plain and ordinary meaning.
[32] Typically, the use of the word “or” between two other words indicates alternative meanings. However, depending on the context, this is not always the case.[^6] I agree with the appellant that the words “tender or bid” in s. 43(1)(f) of the Regulation at issue here, is one of those situations in which the word “or” actually means “otherwise known as” – the words “tender” and “bid” mean the same thing. This interpretation is supported by the plain and ordinary meaning of the words “tender” and “bid,” as well as by the use of these words interchangeably in the case law. For example, Roget’s Thesaurus[^7] lists “tender” as a synonym for “bid.” The Oxford Canadian Dictionary defines “tender” as “invite bids for (a contract)”. Similarly, it defines “bid” as “offer to do work (etc.) for a stated price”.[^8] A review of the case law also shows that “tender” and “bid” are used interchangeably in the context of construction law. Ron Engineering is one example. Chippewas of Mnjikaning First Nation is another.
[33] I therefore take no issue with the appellant’s assertion that “tender” and “bid” mean the same thing in s. 43(1)(f), notwithstanding the use of the conjunction “or.” However, I do not agree that the Committee in this case treated the terms as anything but synonymous, as is apparent from the following excerpts from its decision under the heading “Committee’s Findings”:
- Mr. Di Sarra … submitted an offer to provide millwork services in response to a tender or bid process…
- Mr. Di Sarra acted as the Architect of Record for the design and contract documentation required for tender drawings to be competitively tendered…
- Capoferro used the tender drawings…
- Mr. Di Sarra’s drawings and specifications were part of the [owner’s] tender package used to invite other millwork companies to submit competitive bids…
- The process of tendering is considered one of fairness…
- Mr. Di Sarra had an unfair advantage in the bidding process…
- Mr. Di Sarra’s intent to secure the award of the millwork contract by submitting a tender bid…
[34] At no point in its reasons did the Committee set out a specific definition of either “tender” or “bid.” Moreover, it is apparent from the decision that the Committee used these words interchangeably, and often in conjunction with each other. I find no merit to the appellant’s argument that the Committee failed to give effect to the plain and ordinary meaning of these words as being synonymous. The two words are synonymous, and the Committee treated them that way.
Legislative Intention
[35] The appellant submits that the language in ss. 43(1)(f) flows directly from the decision in Ron Engineering and was enacted with the intention that it would apply only in a Contract A/Contract B scenario as set out in that case. There is nothing to support that contention apart from the possible coincidence of timing; Ron Engineering was decided in 1981 and the amendments creating the Regulation, including ss. 43(1)(f), were enacted in 1984. Neither the word “tender” nor the word “bid” was defined in Ron Engineering, nor was there a definitive set of criteria for what would constitute a Contract A/Contract B scenario.
[36] Counsel for the appellant argued in this court that there was a specific purpose for having a separate provision dealing with tenders or bids, without allowing an exception for when the architect has made disclosure of his potentially conflicting interest. That purpose arises, it was said, because in many tender situations, the identity of the party tendering is kept confidential to ensure a completely fair process, and there would therefore be no possibility of warning the owner about the architect’s interest until after the owner had already found themselves party to Contract A. I agree that is a real concern. However, there are many tender situations that give rise to the Ron Engineering Contract A/Contract B in which the names of the parties making the bids are not withheld. If the purpose of this provision was to protect those situations in which the identity of those making bids is not known, I would expect the legislation to say so explicitly. If the intention was to protect the owner in this distinct situation, there would be no need to cast the net so broadly.
[37] A provision that applies only to situations in which Contract A and Contract B are created within the meaning of Ron Engineering, without specifying what those situations would be, is virtually incomprehensible. How is an architect to know what this means without some kind of specific direction? Even if an architect knew that the provision encompassed only Ron Engineering scenarios, would he or she need a legal opinion as to whether the particular situation they are facing fits within the Supreme Court of Canada’s decision? Such a meaning would be difficult to understand, difficult to enforce, and far from the plain and simple meaning of the words used. Indeed, it is a highly specialized meaning that would require reading in a substantial amount of contract law principles in order to discern when the provision did or did not apply.
[38] In the absence of some evidence that this was in fact the intention of the Legislature (and there was none), applying such an interpretation unduly stretches the meaning of the words used and is contrary to the fundamental principles of statutory interpretation.
[39] I reject this aspect of the appellant’s argument.
Purpose of the Legislation
[40] The Committee held that the “process of tendering is considered one of fairness and transparency that ensures integrity in the design and construction industry.” The Committee also found that Mr. Di Sarra had an “unfair advantage over other bidders by having this pre-tender knowledge of the requested scope of millwork services.” There can be little doubt that these findings informed the Committee’s interpretation of s. 43(1)(f). The appellant argues that in doing so the Committee failed to interpret the provisions in a manner consistent with the purpose of the legislation itself, which is the protection of the public, not the protection of other contractors.
[41] The Architects Act states that the “principal object” of the Ontario Association of Architects is to regulate the profession of architecture “in order that the public interest may be served and protected.”[^9] If an owner of property decides to accept multiple bids on work to be carried out on the property, surely it is in the public interest for there to be fair competition amongst the bidders for the work. This may also be in the best interests of the other firms involved in the bidding process, but that does not take the matter outside the public interest. It cannot be in the best interests of an owner who, having elected to have a competitive process for a project, to be now faced with one of the bidders having an unfair advantage over the others. That is particularly the case where the bidder with the advantage obtained that edge because of his prior and ongoing relationship with the owner. Further, as noted by the Committee, the owner is no longer able to get an unbiased opinion from the architect on the project as to the merits of the various bids, given that the architect would have a personal interest in favouring one of those bidders.
[42] In my view, the Committee’s observations in this regard are fully consistent with the purpose of the legislation, the public interest in protecting the rights of persons who contract with an architect, and with the importance of preserving the integrity of the profession of architecture in the eyes of the public.
Absurd Result
[43] The appellant asserts that the interpretation by the Committee leads to an absurd result by prohibiting an architect from having an interest in a company that “bids” on a project, with no exceptions, but at the same time allowing the architect to have an interest in a company doing other work on the project provided there is full disclosure of the architect’s interest. Thus, it is submitted, the architect can do the work, but is not permitted to bid on the work.
[44] The effect of ss. 43(1)(c) is to prohibit an architect on a project from having an interest in the owner, contractor, subcontractor, construction manager, design-builder, or project manager on that same project. However, ss. 43(3) then operates to permit what would otherwise be a conflict of interest if the architect’s interest is disclosed in the contract documents. Thus, the appellant argues that, as a result of the Committee’s interpretation, the architect’s company can perform various types of construction work on a project, but cannot submit a bid to perform that same work. I do not agree that this illogical result flows from the Committee’s interpretation.
[45] Subsections (c) and (f) are presumed to have different meanings, or there would be no reason to have two separate provisions, particularly given that one has an exception where the conflict is disclosed and the other does not. It is clear from the Committee’s reasoning that it contemplated the “tender or bid” process to be a competitive one. That, in my view, is the distinction between the two provisions. Further, I do not agree that interpreting these provisions in that way creates an absurd result.
[46] An owner is free to hire her daughter-in-law or her third cousin, or anybody she chooses to do work on her property, without having a competitive process to make that selection. She can also choose to have her architect’s company do aspects of the work, again without any kind of a competitive process. That is the owner’s choice. The architect’s company is able to do such work provided that the architect’s interest is disclosed in the contract documents. This permissive approach to conflicts of interest, with appropriate disclosure, was not always the case. Previous regulations prohibited architects entirely from doing anything other than architectural work on a project. Those strictures were loosened considerably with the amendments to the Regulation in 1984, but some protections remain, one of which is for situations in which the owner decides to choose the appropriate entity to do the work by getting competitive bids and then choosing the best candidate (as stipulated in s. 43(1)(f)). The Committee saw two important bases for making this distinction – one based on the fairness of the process and the other on the ongoing conflict of interest of the architect who may be called on to advise the owner. I agree with the Committee that these distinctions make sense.
[47] In a situation in which an owner has engaged an architect and then decides to seek competitive bids on some aspect of the project, the owner is entitled to an actual competitive process, not one in which a company owned by the architect has an advantage over everybody else. The decision by the owner to seek competitive bids therefore precludes the architect from participating in that process. In this way, there is no impairment of the owner’s ability to get impartial advice from the architect as to any flaws in the bids submitted, the merits of one bidder over another, and which is the best bid. There is a difference between an owner who decides to go with an architect’s related company for various services while knowing about the architect’s interests and feeling comfortable with that choice on the one hand, and an owner who, for whatever reason, seeks to go to the marketplace and obtain competitive bids for that work. In the latter situation, the architect’s company is simply prohibited from competing in the bidding process.
[48] The appellant argues that this leads to the anomalous result that it is in an unscrupulous architect’s interests to persuade an owner not to seek competitive bids so that the architect can have their own company do the work. I agree there is that incentive for the architect, but it exists in every case regardless of whether a tendering process is used. That danger arose when the legislation was changed to permit such relationships to exist provided disclosure was made. All the Committee’s decision does is remove any competitive bidding process from the situation.
H. CONCLUSION
[49] In the result, I would dismiss the appeal. Counsel agreed on $2500.00 as a reasonable quantum of costs. Costs in that amount are therefore payable to the respondent.
MOLLOY J.
SACHS J.
BLOOM J.
Released: April 12, 2021
CITATION: Di Sarra v. Ontario Association of Architects, 2021 ONSC 2697
DIVISIONAL COURT FILE NO.: 288/20
DATE: 20210412
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
MOLLOY, SACHS and BLOOM JJ.
BETWEEN:
FRANCESCO DI SARRA and FRANKFRANCO ARCHITECTS INC. Appellants
– and –
ONTARIO ASSOCIATION OF ARCHITECTS Respondent
REASONS FOR JUDGMENT
Molloy J.
Released: April 12, 2021
[^1]: Architects Act, R.S.O. 1990, c. A.26, s. 34 (2)(b); R.R.O. 1990, Reg. 27, ss. 42. [^2]: R. v. Ron Engineering, [1981] 1 S.C.R. 111. [^3]: Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65 at para. 37; Housen v. Nikolaisen, 2002 SCC 33, [2002] 2 S.C.R. 235 at para. 8. [^4]: Chippewas of Mnjikaning First Nation v. Chiefs of Ontario, 2010 ONCA 47, 265 O.A.C. 247. [^5]: Rizzo & Rizzo Shoes Ltd. (Re), [1998] 1 S.C.R. 27 at para. 21, citing Elmer Driedger, Construction of Statutes, 2nd ed. (Toronto: Butterworths, 1983). [^6]: Ruth Sullivan, Construction of Statutes, 6th ed. (Toronto: LexisNexis Canada, 2014) at para. 4.96. [^7]: Barbara Kipfer, ed., Roget’s 21st Century Thesaurus, 3rd ed. (New York: Delta, 2005) sub verbo “bid”. [^8]: Katherine Barber, ed., Oxford Canadian Dictionary, 2nd ed. (Don Mills: Oxford University Press, 2006) sub verbo “tender”, “bid”. [^9]: Architects Act, s. 2(2).