In a pair of recent decisions, Justices MacPherson, Simmons and
Nordheimer of the Ontario Court of Appeal remind us that as with
other commercial contracts, courts will construe settlement
agreements objectively, and will enforce their terms even where one
party insists that the terms are not as they appear.
Thoba v Srajeldin
The first of these two decisions is Thoba v
Srajeldin, 2021 ONCA 789. In this case,
Thoba commenced an action against Srajeldin alleging corporate
oppression. Not long thereafter, the parties reached a settlement
whereby Srajeldin would buy out Thoba's interest in the
corporations at issue – or so they thought. The parties
finalized minutes of settlement, but before they were exchanged,
Srajeldin's financing fell through. Thoba moved to enforce the
settlement. Justice Conway enforced the settlement and
concluded:
