Author: Jassmine Girgis Page 9 of 10

B.A. (Calgary); JD (With Distinction) (Western); LL.M. (Cambridge). Associate Professor. Member of the Alberta Bar. Please click here for more information.

Beyond the Four Corners of the Contract: The Parol Evidence Rule, Implied Terms and the Duty of Good Faith

By Jassmine Girgis

On October 14, 2013

In Contracts

PDF Version: Beyond the Four Corners of the Contract: The Parol Evidence Rule, Implied Terms and the Duty of Good Faith

Case commented on: Bhasin v Hrynew, 2013 ABCA 98, leave to appeal granted, 2013 CanLII 53400 (SCC)

This appeal is ultimately about contractual interpretation. It is about the types of obligations, over and above the express terms, that can be brought into the contract and the difficulties created as a result of the assertion that the contract goes beyond its express terms. Importantly, it considers the duty of good faith in the context of commercial relations and, as stated by the Supreme Court of Canada, which has granted leave to appeal, whether such duty could be excluded by an entire agreement clause.

Contractual Interpretation and Context

By Jassmine Girgis

On July 24, 2013

In Contracts

PDF version: Contractual Interpretation and Context

Case commented on: Ziegler v Green Acres (Pine Lake) Ltd, 2013 ABQB 349.

Ziegler v Green Acres (Pine Lake) Ltd is a case that revolves around one provision in a unanimous shareholder agreement (USA). Due to tragic circumstances, the Applicants/Defendants (referred to as Defendants) ended up in court, in disagreement over the interpretation of the USA, and specifically, over whether the shares of a deceased shareholder had to be sold to the remaining shareholders, or could remain with the deceased’s wife.

Indalex: Priority of Provincial Deemed Trusts in a CCAA Restructuring

By Jassmine Girgis

On March 6, 2013

In Bankruptcy and Insolvency, Supreme Court of Canada

PDF version: Indalex: Priority of Provincial Deemed Trusts in a CCAA Restructuring

Case considered: Sun Indalex Finance, LLC et al v United Steelworkers et al, 2013 SCC 6.

Introduction

On February 1, 2013, Supreme Court of Canada (“SCC” or “Court”) released its much awaited decision, Sun Indalex Finance, LLC et al. v United Steelworkers et al. The case involved a company, Indalex, that was pursuing restructuri ng proceedings under the Companies’ Creditors Arrangement Act, RSC 1985, c C-36 (“CCAA”). Prior to its restructuring, Indalex had been failing to meet its employer contribution obligations to the company’s pension plan and when the pension plan was wound up, there was a deficiency in the funds.

Damages for Mental Distress in Breach of Contract

By Jassmine Girgis

On September 24, 2010

In Contracts

PDF version: Damages for Mental Distress in Breach of Contract

Case considered: J.O. v. Strathcona-Tweedsmuir School, 2010 ABQB 559

In J.O. v. Strathcona-Tweedsmuir School, the court awarded the plaintiff damages for mental distress arising from breach of contract. The facts of this case can be found in Alice Woolley’s recent ABlawg post.

The contract in question was one between the student, J.O., and the school. Ultimately, the court grounded its decision on the breach of contract in administrative fairness, finding that, based on the Private Schools Regulation (Alta. Reg. 190/2000) and on case law, the duty of fairness was an implied term of the contract. Having determined that the procedure followed by the school “fell considerably short of meeting [the school’s] duty of fairness” (para. 34), the school was in breach of its contract. The court awarded the plaintiff damages in the amount of one school year’s tuition for breach of the contract of instruction, and in an interesting move, also granted her contractual damages for mental distress, arising from her expulsion.

Restructuring under the CCAA: Should A Debtor Always Be Allowed to Proceed?

By Jassmine Girgis

On January 28, 2010

In Bankruptcy and Insolvency, Creditors’ Remedies

Case considered: Budget Waste Inc., Re, 2009 ABQB 752.

PDF version: Restructuring under the CCAA: Should A Debtor Always Be Allowed to Proceed?

LoVecchio J.’s decision in Budget Waste Inc., Re (“Budget Waste“) is a great example of the questions courts need to keep in mind as they are deciding on issues that arise in the context of restructuring proceedings under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA“).