has breached the s. 5.1( l) representation and warranty and cannot rely on the Tuckamore indemnity.
 The motion judge recognized that the interpretive issue
before him regarding s. 5.1( l) was one to which the principles in
Sattva Capital Corp. v. Creston Moly Corp.,  2 S.C.R. 633,
 S.C.J. No. 53, 2014 SCC 53 apply. Citing Sattva, he noted,
at para. 26 of his reasons, that “the principles of contractual
interpretation are applied to the words of the written contract,
considered in light of the factual matrix”.
 Having next reviewed the governing principles for the
interpretation of commercial contracts as set out by this court in
Salah v. Timothy’s Coffees of the World Inc.,  O.J. No.
4336, 2010 ONCA 673, at para. 16, the motion judge held, at
Applying these principles to the interpretation of s. 5.1( l) of the Acquisition
Agreement, I have concluded that Brompton did not give Tuckamore a rep-
resentation and warranty that the tax pools would not be subject to a future
tax assessment by the CRA. The Purchaser Disclosure Letter does nothing
more than list the amounts of the tax losses on a yearly basis specifying
when each tax pool will expire. The Purchaser Disclosure Letter says nothing
about the future use of the tax pools and there is no mention of whether they
could be assessed by the CRA.
Brompton and Tuckamore are both sophisticated investors who carried out
their own due diligence in respect of the tax pools. Commercial reality dictates that they both had to know that there was a risk that their intended
tax applications of the tax pools could be assessed and disallowed by the
CRA in the future. Neither could definitively predict what the CRA would
decide if there was an assessment.
Under these circumstances it does not make commercial sense that
Brompton would provide Tuckamore with a guarantee as to how the CRA
would assess the use of the tax pools in the future. Considering the plain
meaning of s. 5.1( l) of the Acquisition Agreement and the Purchaser Disclosure Letter against the factual matrix and the commercial reality of the
transaction, I have concluded that Brompton’s representation and warranty
was only as to the existence, amount and expiry dates of the tax pools and
did not guarantee their availability for future use without the risk of a CRA
assessment. If Tuckamore truly wanted a guarantee that the future use of
the tax pools would not be subject to an assessment by the CRA, the Acquisition Agreement could easily have specified this in clear unequivocal language. It did not do so.
 In our view, for the reasons that follow, Tuckamore has
failed to identify either an extricable error of law or a palpable
and overriding error in the motion judge’s interpretation of
s. 5.1( l) of the agreement. As Sattva instructs, the motion judge’s
interpretation is therefore entitled to deference from this court.
 We note, first, that the agreement is far from a standard
form contract. It is the critical centrepiece of a series of associated