On May 31, 2024, the Supreme Court of Canada released its
decision in Earthco Soil Mixtures Inc. v. Pine Valley
Enterprises Inc., 2024 SCC 20, which clarifies how contractual
exclusion clauses are to be interpreted and when they can release a
seller from implied conditions under Ontario's Sale of Goods Act(the
“SGA”).
In a 6-1 decision, penned by Justice Martin, the Supreme Court
held the relevant exclusion clauses in the parties' written
contract were valid and negated the defendant's liability
under a condition implied by the SGA that,
under an agreement to sell goods by way of a “sale by
description”, the goods delivered must correspond with the
description given.
In clarifying the test for enforcing exclusion clauses in a sale
of goods contract, the Supreme Court held that rigid, formulaic
analyses should be avoided and that a clause does not need to
include any particular “magic words” to be enforced.
The Supreme Court emphasized the importance of
