Simon's Legal Resources

Contracts - Interpretation - Corporate Documents

. Husack v. Husack

In Husack v. Husack (Ont CA, 2023) the Court of Appeal treats the interpretation of key corporate documents [here, Articles and a unanimous shareholder's agreement (USA)], as a matter of contractual interpretation (ie. Sattva):

[13] Absent extricable error of law, the application judge’s interpretation of the Articles and the USA are subject to considerable appellate deference: Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633, at paras. 50-55. We see no reversible error. The application judge’s interpretation reflects the clear language of the USA. Importantly, it is in keeping with the constituent purpose of the Holding Company, namely, to manage and operate Mr. Husack’s assets in accordance with his will, including the veto granted to Mrs. Husack so she could maintain control over the corporation. In this context, the waiver of any dissent rights that could prevent the orderly distribution of the estate’s assets is entirely reasonable and in keeping with the objective intention of the parties as expressed in the USA.