How have the courts interpreted the meaning of the word “right and true” in the context of a contract?

Alberta, Canada


The following excerpt is from Canadian National Railway Company v. Butler Manufacturing Company, 1984 CanLII 1154 (AB QB):

March v. Thorburn, supra, involved a charter party in which the plaintiff shipowners let her freight to the defendant to carry fish, “freight to be paid on right and true delivery of the cargo” [p. 358]. The goods were delivered to the consignee who gave cash and a bill of exchange drawn on the charterers. The defendants failed to honour it. The defendants argued that the consignees were the agent of the charterers and that the plaintiffs had altered the terms of the charter party without the defendant’s consent. The plaintiffs in accepting the bill had relieved the principal from further liability. Under their contract they were to be paid in cash and they had violated their authority by substituting the bill as the mode of payment for their own convenience. The court held that the plaintiffs, under the contract, had agreed to carry the cargo and make a “right and true” delivery to the agent or consignee of the defendant whereupon the freight could be claimed. The court continued [at p. 362] that the plaintiffs: … did not accept or substitute [the consignee] as their debtors instead of defendants, and the order clearly shows that they continued to hold and look to the charterers as their debtors under the charter party for the balance due them on their freight. There was no evidence of a cash offer and there was evidence of an understanding that the freight was to be collected as it always had been between the charterers and owners. That is, on such an order given by their agent to the plaintiffs, presented to defendants and duly credited by them in plaintiffs’ current account, [p. 362]

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