Court File and Parties

Court File No.: CV-18-00597456-0000 Date: 20240812 Superior Court of Justice - Ontario

Re: MARIA GODOY, Plaintiff And: TORONTO STANDARD CONDOMINIUM CORPORATION NO. 2430, 530380 ONTARIO INC., O/A TSE MANAGEMENT SERVICES INC., 880643 ONTARIO INC., O/A THE SORBARA GROUP INC. and DIAMOND CORP. INCORRECTLY NAMED AS 211331 ONTARIO INC., O/A DIAMOND CORP., Defendants

Before: Justice Papageorgiou

Counsel: Peter Cimino, for the Plaintiff Rob Forderer, for the Defendants TSCC No. 2430 and 530380 Ontario Inc. Patrick Essig, for the Defendants 880643 Ontario Inc. and 2113310 Ontario Inc.

Heard: August 12, 2024

Endorsement

Overview

[1] This matter which involves a claim by the plaintiff related to her having walked into a glass wall. She suffered injuries.

[2] The matter was settled on November 22, 2022 at mediation subject to the plaintiff executing a release in a form to be agreed upon. The combined payment the insurers agreed to pay was $13,500.

[3] The defendants provided the plaintiff with a release but she refused to sign it because it contained a “no admission of liability clause.”

[4] The parties arranged this case conference. I canvassed with them whether they would like me to decide this matter at the case conference or whether they wanted me to send this to a formal motion. They all agreed that they would prefer that it be decided at this case conference. There are no facts in dispute set out in the case conference materials before me.

Decision

[5] For the reasons that follow, I find that the “no admission of liability” clause is objectively a standard clause implied by the settlement.

Analysis

[6] There are draft written Minutes of Settlement, but the terms of the Release were not discussed or set out in the draft Minutes of Settlement.

[7] Rather, the Minutes simply state that “Upon acceptance, the Plaintiff shall execute a Release in favour of the Defendants, in accordance with these Minutes of Settlement and in a form agreed to by counsel for both parties, to be held in escrow pending the completion of the terms of the settlement including payment of the full settlement funds.”

[8] The proposed Minutes were sent to plaintiff’s counsel along with a draft release with the impugned provision. Plaintiff counsel has never objected to the Minutes but objects to the Release.

[9] Both parties take the position that this is a principled matter for them. The plaintiff feels that she was harmed by the defendants. The defendants say that liability was a significant issue, that they denied liability throughout, and these positions were outlined to the plaintiff in various offers to settle and discussions. The defendants say that this is a standard part of a release and that the time to object to such a reasonable and standard term is prior to settlement.

[10] Absent a contractual stipulation, a settlement agreement implies a promise to furnish a release. No party is bound to execute a complex or unusual form of release: although implicit in settlement, the terms of the release must reflect the agreement reached by the parties: Bouzanis v. Greenwood, 2022 ONSC 5262 at para 10.

[11] The plaintiff has set out considerable research on the issue.

[12] In Churchill Inc. v Teti Transport Ltd., 2020 ONSC 7577, the court held that when the parties have agreed that a release will be executed, but the settlement agreement is silent as to the content of the release, the court will imply that the parties agreed to sign a standard form general release consistent with the settlement, nothing more and nothing less.

[13] In determining what terms fall within the scope of a standard release, the jurisprudence has established that the test to be applied is objective Bouzanis v Greenwood et al, at paragraph 18.

[14] The plaintiff references caselaw where courts have held that matters such as a “no confidentiality” clause could be implied or was part of a standard form release. I agree that such a clause would not be considered standard: Dube Investments v. Cango Inc., 2013 ONSC 4348.

[15] However, given that this is an insurance claim, and in particular where the defendants denied liability throughout, in my view, a “no admission of liability” clause is objectively something implied by a settlement and standard in the industry. The plaintiff has not referenced any caselaw where courts have concluded that such a clause is not standard.

[16] Therefore, the plaintiff is required, pursuant to the Minutes of Settlement to sign the release with this clause.

[17] This was a simple matter. I award no costs in the exercise of my discretion.

Papageorgiou J. Date: August 12, 2024