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ARTICLE · 01 APRIL 2014

For Greater Clarity...

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You have probably seen the words, "for greater clarity", hundreds of times in loan and security documents, and wondered if they were really necessary.

CanadaFinance and Banking
Christine Mason
Christine Mason
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You have probably seen the words, "for greater clarity", hundreds of times in loan and security documents, and wondered if they were really necessary.  A recent Ontario decision has shown that using these simple words may clearly come in handy in the event of a dispute over a fundamental contractual term. 

In GolfNorth Properties,1 GolfNorth Properties Inc. ("GolfNorth") purchased agricultural lands intended to be rezoned as a golf course (the "Property") for $1,600,000 from Diana Vacca and her father, Vittorio Vacca (the "Vaccas"), by paying $800,000 in cash and the balance secured by a vendor take-back mortgage in favour of the Vaccas (the "VTB").   The VTB provided that if approval for rezoning as a golf course was not obtained by GolfNorth by a certain date and GolfNorth notified the Vaccas that it would not be paying the VTB, the Vaccas could elect to re-purchase the Property from GolfNorth.  The relevant provision of the VTB is set out below:   

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