How relevant is a heading in an agreement relevant to contractual interpretation?
British Columbia, Canada
The following excerpt is from Octaform Systems Inc. v Clayworth, 2019 BCSC 711 (CanLII):
Headings in an agreement are relevant to contractual interpretation, unless the agreement states otherwise, and “provided the wording of the contract is not inconsistent” with the interpretation suggested by the heading: Neely v. MacDonald, 2014 ONCA 874 at para. 11. In the Agreement, there is no specific paragraph which provided for the interpretation of titles or paragraph headings, and the use of such words in the interpretation of the Agreement. The wording of Paragraph 16 of the Agreement is not limited on a plain reading to “Equitable Remedies”. To apply that limitation would deprive the words “all other remedies available at law or in equity” of meaning.
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