Interpreting A Contract: When Is It Solely A Question Of Law?

Sattva Capital Corp. v. Creston Moly Corp., [2014] S.C.J. No. 53

Overview

The primary question which the Court addressed in this decision is whether and in what circumstances is the interpretation of a contract solely a question of law as opposed to a question of mixed fact and law.  The answer was - rarely.

Background

Pursuant to a contract between the parties, the appellant was entitled to receive from the Respondent a finder's fee resulting from the appellant identifying for the respondent an investment opportunity in a mining venture. The agreement stipulated that the fee was to be in the amount of $1.5 Million. The agreement gave the appellant the option of receiving the fee in cash or shares. The appellant chose the share option.