Despite the pandemic defining much of 2020, five key decisions
were released last year of lasting impact to businesses and
commercial dealings.
Expanding the Duty of Honest Performance
In C.M. Callow Inc. v. Zollinger, 2020 SCC
45, the Supreme Court of Canada expanded the duty of
honest performance, holding that it requires that parties to a
contract must not lie or otherwise knowingly mislead each other
about matters directly linked to the performance of the contract.
This duty is breached where a right under a contract was exercised
(such as a termination right), or an obligation under the contract
was performed, dishonestly. Dishonesty is evaluated contextually:
outright lies, half-truths and even omissions may qualify. While
the duty of honest performance is not to be equated with a positive
obligation of disclosure, where a contracting party lies to or
knowingly misleads another in relation to contractual performance,
a lack of a positive obligation of
