January 4 , 2021


December 10, 2020

Traps and Confusion in Service Times

November 24, 2020

Don't Cut Corners

October 2 , 2020

Consent Orders

August 4 , 2020

Electronic Hearings

July 21, 2020

Ceasing to Act

June 29, 2020

Writing Skills

June 29, 2020

Keeping Up With the Law

June 22, 2020

Assets as a Test for Security for Costs

June 19, 2020

What is This Case About?

June 11, 2020

Cross-Examining Child Witnesses

May 20 , 2020

Formal Offers

May 13 , 2020

Vexatious or Self-Represented Litigants

January 7, 2020

G.S.T. and Costs

December 20 , 2019

Electronically Navigating the

October 7 , 2019

Questioning is a Bad Word

July 29 , 2019

Dismissal for Delay

May 7 , 2019

Rule 4.31 Fallacies

March 18 , 2019

More Dangers in Oral Fee Agreements

February 11 , 2019

Weir-Jones Decisions

January 9 , 2019

Discouraging Settlements

November 30, 2018

European Court Helps You Twice?

November 23 , 2018

Courts Overruling Tribunals

November 16 , 2018

New Evidence on Appeal

October 30 , 2018

Schedule C's Role

July 17 , 2018

Loopholes in Enforcing Settlements

May 7 , 2018

Enforcement of Procedure Rules

April 16, 2018

Limping Lawsuits are Often

April 3 , 2018

Court of Appeal Tips for
Summary Decisions

March 19, 2018

Serious Dangers in Chambers

February 13 , 2018

Court Backlog

December 18 , 2017

Lowering the Status of Courts

September 15 , 2017

Access to Court Decisions

July 4 , 2017

Strictissimi Juris

June 14 , 2017

Why Don't Your Clients Settle?

June 5 , 2017

Gap in Rules About Parties

June 5, 2017

Personal Costs Against

April 26, 2017

Clogged Courts

April 11, 2017

Fismissal for Want of

January 6, 2017

Incomplete Disclosure

December 15, 2016


November 23, 2016

Is Contract Interpretation Law?



Côté’s Commentaries

© J.E. Côté 2016-2021



Huge changes have just hit the law of contract. You and every lawyer with whom you practice, at once must read C.M. Callow v. Zollinger 2020 SCC 45 (Dec 18).

Now no lawyer can negotiate, draft, interpret, or follow any kind of agreement without reading the decision. Note its big changes and possible corollaries or sequels. A lawyer must read it to advise any client about a dispute involving any contract. Many important aspects of contracts are now unreliable. Useful legal advice in some commercial or consumer matters now is probably impossible. Many situations offer no more than 70%, nor less than 30%, chance of success. Some are 50:50.

2014's “new philosophy” favoring summary disposition of lawsuits without a full trial, now is sometimes impossible. For example, the majority decision uses the word “reasonable”. Possible honesty or unreasonableness can prevent summary disposition and crawl through years of discovery. Coupled with court backlogs, enforcing many contracts may have become commercially impractical.

Firing an employee may now need slow preparation and careful advice at most steps.

It is now risky for your clients to deal with unknown customers. Especially difficult, unfriendly, or bureaucratic customers, whether as creditor or debtor. Maybe your first question to clients should be “How well do you know the other party?”

Options or one party’s contractual powers to grant or withhold or enforce rights, are much weaker now. Renewal or cancellation clauses can be traps. What used to be quick undoubted legal steps to help one party, now can be rickety muskets. They are apt to explode in your client’s face.

Contracts which make your client perform up front and then wait years to get repaid, can now be dangerous. All contracts’ security, and their default clauses, need rethinking. Clients should not put much reliance upon them. They sound good. But so do lottery tickets.

– Hon. J.E. Côté


The Commentaries are intended to call the attention of lawyers to promising or threatening developments in the law, in civil procedure, in developing their skills, or simply to describe something curious, funny or intriguing.

Justice Côté recently retired from the Court of Appeal of Alberta and currently acts as an arbitrator, mediator, or referee under Rules 6.44 and 6.45 of the Alberta Rules of Court.

He may be contacted through Juriliber at email: or phone 780-424-5345.