On January 30, 2025, McCarthy Tétrault's National Appellate Litigation Group hosted its first Appellate Quarterly webinar of the year, featuring five appeals of importance to the business community and the law around the country. Partners Patrick Williams, Stephanie Sugar, Steeves Bujold, Lyndsey Delamont, and Brandon Kain discussed these recent appellate developments, as well as upcoming cases and future developments in their respective jurisdictions.
- Owner's obligation to arbitrate as a non-party [Alberta]
In Husky Oil Operations Limited v. Technip Stone & Webster Process Technology Inc.,1 the Court of Appeal of Alberta considered a dispute over allegedly defective generators in an Alberta oil sands project. The case involved two contracts: one between the owner and contractor, and another between the contractor and subcontractor, which allowed the owner to enforce warranties against the subcontractor and included an arbitration clause. The question was whether Husky, the project owner, could be forced to arbitrate under the contract to which it was not a party. The Court of Appeal determined that it could decide the issue without requiring an arbitrator to make findings of fact. While Husky benefitted from particular warranties under the contract, the Court found that it could not be compelled to arbitrate, as generally only signatories to the contract can enforce or be bound by it, and no established exception applied in this case. The Court declined to opine on whether imposing an obligation to arbitrate on a non-party is generally possible in the absence of consent, but held that any requirement to arbitrate on a non-party would have to be made in "clear and explicit language."2 In this case, however, the Court found the language of the contract to be ambiguous. The decision provides guidance on when and how an arbitration clause can bind a non-signatory.
- Notice provisions and forms of delivery in contracts [Ontario]
The Court of Appeal for Ontario recently affirmed the importance of contractual notice and limitations provisions in SpaceBridge Inc. v. Baylin Technologies Inc.3 In an asset purchase agreement between Baylin Technologies and SpaceBridge, the parties were permitted to make claims for indemnification but only through a specific mechanism. Baylin made several indemnity claims, but one was rejected because it failed to adhere to the required notice provisions in the contract. While Baylin sent a claim by registered mail, the agreement...
