The proper approach to the question of interpretation of the subject clause in the agreement to lease is to determine what the parties intended, in all of the circumstances, with respect to the effect of the satisfaction of, or failure to satisfy, the subject clause. That is, from the words of the contract and the surrounding factual circumstances at the time the contract was entered into, did the parties intend that if the subject clause was satisfied, it had no further force and the contract was binding, and that if the subject clause was not satisfied, there was no agreement? Whether notice has been given or not may be an important factor, (particularly where the parties have so provided: see, for example, Lalani v. Tremblay, 2008 BCSC 586), but it is not determinative, in law, of what the parties have agreed to with respect to the effect of the subject clause.
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