Every now and then a case provides a teaching moment. The recent case, Sunsource v. University of Windsor, 2022 ONSC 6047, is such a case. Sunsource involved a dispute over a failed R&D agreement between Sunsource and University of Windsor. It provides a good refresher on important contract issues including the interpretation of agreements, contractual integration clauses, principles governing recovery of damages including remoteness principles, and disclaimer or exclusions of liability clauses including consequential damages disclaimers.

Backround

Sunsource brought a lawsuit against the University of Windsor, seeking damages of $40 million for alleged breaches of contract, misrepresentation, and intentional unlawful interference with economic relations.…