“…In resolving disputes arising from the interpretation of contracts, the objective is to protect the reasonable expectations of the parties, as set out in the language of their agreement. In the absence of ambiguity in the words of the contract, parole evidence of the subjective intention of the parties has no place in the interpretive exercise: see Eli Lilly & Co. v. Novopharm Ltd., 1998 CanLII 791 (SCC), [1998] 2 S.C.R. 129, [1998] S.C.J. No. 59, at paras. 54-56. The trial judge found that the Agreement reflected the DiDonatos’ expectations in a clear and unambiguous manner — neither party has challenged that conclusion before this court. On the contrary, in advancing her own interpretation of the Agreement, Ms. Turner maintains that it is not ambiguous. She thereby implicitly acknowledges the irrelevance of extrinsic evidence in this case.
Further, para. 28 of the Agreement sets out what is commonly referred to as an “entire agreement” clause. It provides as follows:
28. GENERAL
(1) There are no representations, collateral agreements, warranties or conditions affecting this Agreement
As Professor Swan states in Canadian Contract Law, 1st ed. (Markham, Ont.: LexisNexis Butterworths, 2006), at p. 515:
The likelihood that a document will be held to be the final, integrated expression of the parties’ agreement will be increased if the document contains an “integration clause” or an “entire agreement” clause . . . . Where the parties have been advised by their solicitors and the agreement has been carefully negotiated, such a clause should be conclusive evidence that the document is the final and sole expression of the parties’ agreement. (Footnotes omitted)”