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ARTICLE · 23 MARCH 2023

Drafting Legal Contracts: "And" And/or "Or"?

Segev LLP
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The Delaware supreme court recently decided in Weinberg v Waystar Inc that sometimes "and" could mean "or" and "or" could mean "and" in legal documents. Do Canadian courts agree with this?

CanadaEmployment and HR
Segev LLP
Segev LLP

Exploring Canadian Courts' Stance on the Interchangeability of 'And' and 'Or' in Legal Contracts

The Delaware supreme court recently decided in Weinberg v Waystar Inc that sometimes "and" could mean "or" and "or" could mean "and" in legal documents. Do Canadian courts agree with this?

"And" Means "Or": Weinberg v Waystar

The terms "and" and "or" are typically used as conjunctive and disjunctive terms, respectively. However, the Delaware supreme court rendered a decision in Weinberg v Waystar Inc on March 16, 2023, that "and" could mean "or". The case involved the interpretation of a contract provision related to the exercise of a call right by the company which required the occurrence of two separate events connected by the word "and". The question at hand was whether both events were necessary for the call right to be exercised or if one event was sufficient.

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