exclusion clauses

The Supreme Court of Canada released an important decision in Earthco Soil Mixtures Inc. v. Pine Valley Enterprises Inc., 2024 SCC 20 on the construction of exclusion clauses in contracts. Specifically, the appeal concerned a contracting party’s ability to contract out of the statutorily implied condition of sale by description under the Sale of Goods Act, R.S.O. 1990, c. S.1 (“SGA”). The Court re-affirmed that under its leading precedents on the construction of contracts (Sattva) and exclusion clauses (Tercon) the seller had validly excluded the implied condition by an express agreement, even though the wording of the exclusion did not refer to the implied condition or that it was being excluded.…