What is the test for determining the meaning of “Premises” in a commercial contract?

Ontario, Canada


The following excerpt is from Deslaurier Custom Cabinets Inc. v. 1728106 Ontario Inc., 2016 ONCA 246 (CanLII):

The motions judge began her consideration of the meaning of “Premises” by instructing herself, at para. 27, that: “[t]he initial step is to interpret, to the extent possible, the contract as a whole and give effect to all of its provisions” (citation omitted). She set out the principles of contractual interpretation applicable to a commercial contract, as described by this court in Bell Canada v. The Plan Group, 2009 ONCA 548 (CanLII), 96 O.R. (3d) 81, at paras. 37-38: [A] commercial contract is to be interpreted, (a) as a whole, in a manner that gives meaning to all of its terms and avoids an interpretation that would render one or more of its terms ineffective; (b) by determining the intention of the parties in accordance with the language they have used in the written document and based upon the “cardinal presumption” that they have intended what they have said; (c) with regard to objective evidence of the factual matrix underlying the negotiation of the contract, but without reference to the subjective intention of the parties; and (to the extent there is any ambiguity in the contract), (d) in a fashion that accords with sound commercial principles and good business sense, and that avoid[s] a commercial absurdity.

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