How have the courts interpreted the words "when we get paid" in the context of an assignment?

British Columbia, Canada


The following excerpt is from Chudy v. Merchant Law Group, 2008 BCCA 484 (CanLII):

Southin J. went on to consider whether the words used in the context of certain extrinsic evidence as to the dealings between the parties amounted to an equitable assignment. She began her analysis this way (at 132): Thus, the first question is what were the words used, the second is what was the genesis and object of the transaction and the third is what do the words, construed in their natural and ordinary sense against that factual background, mean? As an assignment is a species of contract, it should in my view be construed in accordance with the principles applied to other species of contracts. Thus, I exclude from consideration the evidence of the male defendant as to what he intended by the words which he used. After setting out the relevant extrinsic circumstances, she reached her conclusion (at 133): I consider it a reasonable inference that if the male defendant had said, "We are not going to pay you when we get paid. We are going to pay the bank", the plaintiff would have refused to produce and ship the remaining goods. Words used in commerce should be construed to meet the reasonable expectations of commercial men. I, therefore, construe these words, despite the absence of notice to the ministry, to mean, "When we get paid we will pay you out of the money we get from the Ministry". Do these words, which are so very close to the line, constitute an assignment? In my view, they do. See Oakes v. Ryerson (1876), R.E.D. 487 (Ritchie E.J.). But if the debt owing from the ministry to the company had not been founded, in large measure, on goods supplied by the plaintiff, I would have come to a different conclusion.

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