What is the test for proving an alleged agreement between two parties?
Ontario, Canada
The following excerpt is from Cana International Distributing Inc., c.o.b. as Sexy Living v Standard Innovation Corporation, 2016 ONSC 7197 (CanLII):
An alleged agreement that relies in part on oral discussions or on a variety of documents, including letters of intent or emails, must be clearly manifested. The inward intent and belief of a party will not suffice to prove the existence of a contract. As stated by Sirois J. in Gutheil v. Rural Municipality of Caledonia No. 99 (1964), 1964 CanLII 357 (SK QB), 48 D.L.R. (2d) 628, at p. 635, “[t]he law judges of the intention of a person by his outward expression only, and it judges of an agreement between two persons exclusively from those expressions of their intentions, which are communicated between them.” To put it another way, the law is concerned not with the parties’ intentions, but with their manifested intentions.
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