What is the test for interpretation of a commercial contract where the contract states that the contract is not a "contract with respect to the context or factual matrix"?

Ontario, Canada


The following excerpt is from Reyes v. Centric Health Corporation, 2014 HRTO 931 (CanLII):

Regardless of ambiguity, however, courts may have regard to the context or the factual matrix in order to determine the intent of the parties and the scope of their understanding (i.e. contracts are to be interpreted with regard to objective evidence of the context or factual matrix underlying the negotiation of the contract, but without reference to the subjective intention of the parties). See Dunn v. Chubb Insurance Company of Canada, 2009 ONCA 538 at paras. 33-34.

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