In Earthco Soil Mixtures Inc. v. Pine Valley Enterprises Inc., 2024 SCC 20, the Supreme Court of Canada considered the effect of exclusion clauses within sale of goods contracts and contracts generally. The case concerned a purchaser that had waived its right to test topsoil it purchased on a rushed basis. The product delivered had more clay than what was disclosed in laboratory reports previously provided by the vendor that necessitated its removal and replacement.
The court ruled that when interpreting contracts, the analysis should focus not on whether specific legal language was utilized but rather on how the parties reasonably understood, or ought to have understood, the text that they used. Put another way, If a dispute goes to court, the absence of “magic words” in a contract will not make or break a decision as it is the meeting of the minds that matters.