Case Study: C.M. Callow Inc. v. Zollinger1
The Supreme Court recently undertook to further refine the duty
of honest performance in contract law. In a significant ruling on
December 18, 2020, the Court held that this duty of honest
contractual performance extends beyond lies to include knowingly
misleading another party, whether through a partial truth, an
omission, or even silence.
Background
C.M. Callow Inc. is a company that contracted with several
condominium corporations known together as Baycrest to provide
summer and winter maintenance services. The specifics of the
arrangement between the parties was outlined within two separate
contractual agreements; a summer contract that was set to expire in
October 2013, and a winter contract that was set to expire in April
2014. Baycrest decided to terminate their winter contract with C.M.
Callow in early 2013, however, in spite of a termination clause in
the agreement that allowed Baycrest to terminate for any
