Digests

Contracts

Motion for order granting judgment in accordance with alleged settlement of action—Plaintiff in that action seeking order striking out, expunging trade-mark registration obtained by defendant Gutter Filter Canada Inc.—Parties reaching understanding, signing settlement document—Agreement to settle claim constituting contract—Settlement document showing parties intended to settle all disputes—Also clear parties intended that comprehensive minutes of settlement would be drafted, that further negotiations would take place—Fact further document required to formalize agreement between parties not impediment to finding that settlement document binding contract if terms therein containing agreement on all essential terms—Mere fact parties intended to make contract not determinative of enforceability of contract—Settlement document containing areas of uncertainty, in particular agreement that plaintiff was to cease using disputed trademark after receiving “substantial payment”—Word “substantial” not term of art; “substantial payment” not turn of phrase having any special legal meaning, clear definition—“Substantial” not word having certain meaning, calculated to conceal lack of precision—In context in which used, word “substantial” arguably meaning wide range of different amounts—Provision referring to “substantial payment” essential term of contract, triggering ceasing of use of defendants’ registered trade-mark—Issue at very heart of agreement, litigation—Given uncertainty of essential term, parties not having agreement to settle litigation—Motion dismissed.

Gutter Filter Company, L.L.C. v. Gutter Filter Canada Inc. (T-1043-07, 2011 FC 234, Zinn J., judgment dated February 28, 2011, 7 pp.)