What is the test for interpreting a contract where a clause in the contract requires a party to pay 100,000 of its covenants to pay £100,000?

Saskatchewan, Canada


The following excerpt is from Consumers' Co-operative Refineries Ltd. v. NewGrade Energy Inc., 1990 CanLII 7529 (SK QB):

The board in interpreting this clause must apply the accepted canons of construction of contracts. It is their duty to avoid any interpretation that would result in a commercial absurdity. Hence the contract should be construed as a whole, giving effect to everything in it if at all possible. No word should be superfluous unless it is truly meaningless and can be ignored. In such cases of repugnancy within the contract, therefore, as was stated in Forbes v. Git and Others, 1921 CanLII 406 (UK JCPC), [1922] 1 A.C. 256, if the dissonant clauses can be read harmoniously this must be done. If not, then the repugnant part must be rejected in order to give effect to the general intent of the parties, as evidenced by the contract as a whole, rather than any particular and jarring language. In the case of Forbes v. Git, supra, Lord Wrenbury stated at p. 259: "The principle of law to be applied may be stated in few words. If in a deed an earlier clause is followed by a later clause which destroys altogether the obligation created by the earlier clause, the later clause is to be rejected as repugnant and the earlier clause prevails. In this case the two clauses cannot be reconciled and the earlier provision in the deed prevails over the later. Thus if A covenants to pay 100£ and the deed subsequently provides that he shall not be liable under this covenant, that later provision is to be rejected as repugnant and void, for it altogether destroys the covenant."

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