Share on LinkedInShare on LinkedIn

ARTICLE · 20 JUNE 2024

Don't Hold Me To It! Where Contractual Intention Overrides Statutory Conditions

Section 14 of the Ontario Sale of Goods Act ("SGA") imposes the term in all purchase agreements that goods sold will match their description. However, section 53 of the SGA allows contracting...

CanadaReal Estate and Construction

This case highlights that prudency when drafting or agreeing to an exclusion clause in a purchase agreement is critical. Wording isn't everything - a court will analyze each party's intentions and the facts surrounding the agreement when deciding if an exclusion clause serves to absolve liability.


Section 14 of the Ontario Sale of Goods Act ("SGA") imposes the term in all purchase agreements that goods sold will match their description. However, section 53 of the SGA allows contracting parties to "choose their own adventure" by contracting out of the implied term, but only when they expressly agree to do so. But how stringent is the standard for proving "express agreement"? How does the specific wording of an exclusion clause balance against the surrounding circumstances and the parties' intentions? Finally, how should vendors and purchasers word exclusion clauses to best protect their interests?

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

See more popular content from