Legal Blog

Release Terms Implied

Haider v. Rizvi 2023 Ont CA

The parties entered into minutes of settlement at a pre-trial. The minutes called for a full and final release, but went no further than that to describe it. The release was also subject to an undertaking of the releasor to indemnify the releasee against claims being made as a consequence of personal guarantees of the releasor’s corporation. The Court of Appeal analysed the circumstances of the settlement and held that (i) the parties were agreeing to extinguish each other’s full underlying liability relating to the subject matter of the settlement; and (ii) a no claims over clause was a natural extension of the agreement and was consistent with the parties’ goal of providing a full and final release.

Written by Jonathan Speigel, the founding partner of Speigel Nichols Fox LLP, leads the litigation and construction practices.