What is the test for the interpretation of a clause in a commercial contract where the contract states that the contract does not contain any specific terms?

Yukon, Canada


The following excerpt is from Frigon v. Trout et al., 2005 YKSC 36 (CanLII):

Counsel relies upon the principle in Head v. Scott-Bathgate Ltd. (1994), B.C.L.R. (2d) 319 (B.C.C.A.). In that case, Lambert J.A. stated at paragraph 11: “Trying to avoid a conclusion that the clause is void for uncertainty, it is my opinion that it must incorporate implied terms to make it commercially rational in such a way that if it had been discussed by the parties at the very outset, at the instigation of an officious bystander, they would have resolved any ambiguity by unanimously agreeing about the interpretation of the clause. …”

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