contracts that implemented complex commercial transactions.
It was negotiated by sophisticated parties with the assistance of
professional legal and tax advisors.
 In these circumstances, the motion judge was obliged to
consider the commercial context in which the agreement was
concluded, the surrounding circumstances that were known or
ought to have been known to the parties at the time of contract
formation, and the language employed by them. As Sattva
instructs, at para. 47, in matters of contractual interpretation,
“a decision-maker must read the contract as a whole, giving the
words used their ordinary and grammatical meaning, consistent
with the surrounding circumstances known to the parties at the
time of formation of the contract”. The overriding interpretive
task, Sattva instructs, is to determine “the intent of the parties
and the scope of their understanding”.
 In our view, that is precisely the interpretive exercise that
the motion judge undertook. His reasons confirm that he was
alert to the controlling interpretive principles, to the commercial
context and factual matrix in which the agreement was concluded, and the language employed in the agreement by these
informed and knowledgeable parties.
 In particular, and contrary to Tuckamore’s contention, we
see nothing in the motion judge’s reasons to suggest that he
failed to consider and to situate s. 5.1( l) in the overall context of
the transaction between the parties, the entire agreement, and
the purchaser disclosure letter that followed. His reasons reveal
that he was aware of the Tuckamore indemnity and of an
indemnity given by Brompton in favour of Tuckamore under
s. 10.2(b) of the agreement. We see nothing in his reasons to
support the assertion that he failed to consider these indemnities
and the agreement as a whole when interpreting the meaning of
s. 5.1( l) and its scope. This case, therefore, is distinguishable from
Deslaurier Custom Cabinets Inc. v. 1728106 Ontario Inc. (2016),
130 O.R. (3d) 418,  O.J. No. 1705, 2016 ONCA 246, 399
D.L.R. (4th) 575. See, also, Deslaurier Custom Cabinets Inc. v.
1728106 Ontario Inc. (2017), 135 O.R. (3d) 241,  O.J. No.
1817, 2017 ONCA 293.
 We also do not accept that the motion judge erred by conflating the purchaser disclosure letter and the agreement. The
former document was incorporated by reference in s. 5.1( l).
Regard to its contents was a proper and necessary consideration
in interpreting the intended meaning of s. 5.1( l).
 Moreover, and importantly, the motion judge’s interpretation of s. 5.1( l) gives effect to the plain language of the section, as
well as that of the purchaser disclosure letter. Neither s. 5.1( l) of