Intellectual property (IP) contracts in Alberta are interpreted
just as any contract would be. The same basic rules of
interpretation apply, whether it is an IP assignment or transfer, a
software license, a complex techology asset acquisition, the
hiring of a technology employee or consultant, a
non-disclosure agreement or any commercial agreement with an
IP element.
The Alberta Court of Appeal in Bhasin v. Hrynew, 2013
ABCA 98, has provided some helpful guidelines to assist with
basic contract interpretation. If you deal with contracts in your
job, then here are some tips to see how the courts will interpret
your agreements:
- Think there is a duty to perform contractual obligations in
"good faith"? Guess again. "There is no duty
to perform most contracts in good faith." The court
cited an Ontario decision (Transamerica Life Canada v ING
Canada 2003 CanLII 9923 (ON CA) (para 51)) and two Alberta
Court of Appeal cases (Mesa Operating Partnership v Amoco
Canada
