such, this court should review the interpretation of the shareholders agreements using a standard of correctness.
 When interpreting a written contract, a court should
focus on the meaning of the words used in the contract. It should
consider the meaning of the words in light of the whole of the
contract as well as in the context in which the contract was
made, sometimes called the factual matrix. The purpose of the
interpretative exercise is to determine the meaning of the contract in an objective sense, by asking what the parties using the
words in the contract against the relevant background would
reasonably have been understood to mean: Dumbrell v. Regional
Group of Companies Inc. (2007), 85 O.R. (3d) 616,  O.J.
No. 298 (C.A.), at para. 51.
 In this case, the court is confronted with the interpretation of a buy-sell provision in a commercial contract. I agree with
the observation of the Alberta Court of Appeal in 942925 Alberta
Ltd. v. Thompson,  A.J. No. 194, 47 B.L.R. (4th) 1 (C.A.),
at para. 21, that “[a] shareholder must strictly comply with
the terms of a shotgun clause [buy-sell] in order to obtain its
(b) Application to this case
 The interpretation question is whether s. 4.12(2)(c) sets
out the minimum payment terms for a buy-sell offer or instead
sets out the actual terms that form part of that offer. If the former, the party triggering the buy-sell clause has flexibility when
it comes to setting the payment terms for its offers. The party
may provide for payment of between 50 and 100 per cent of the
purchase price in cash, by certified cheque or by bank draft, with
any balance payable by a promissory note. On the second interpretation, s. 4.12(2) deems the payment provisions of para. (c) to
be included in the terms of an offer. It would therefore not be
open to a triggering party to provide for another means of payment inconsistent with the terms set out in para. (c). Put
another way, the payment terms in para. (c) are automatically
included in a notice making a buy-sell offer under s. 4.12(1).
 I start with the language of s. 4.12(1) and (2). I am satisfied that the language of those subsections, viewed objectively,
indicates an intention that para. (c) of s. 4.12(2) be included as a
term of an offer made under s. 4.12(1).
 Section 4.12(1)(c) provides that a notice triggering the
buy-sell process shall contain “the terms and conditions, including the price to be paid for each Share, which shall apply to the
sell option and the purchase option (in this section, the ‘Terms’)”