(b) The objective of contractual interpretation is to ascertain
the objective intentions of the parties having regard to the
wording of the contract and the factual matrix in which it
was constructed. The decision maker must read the contract
as a whole giving the words used their ordinary and grammatical meaning consistent with the surrounding circumstances know to the parties at the time of the formation of
(c) Evidence of surrounding circumstances will be used to
deepen the decision maker’s understanding of the contract
but cannot be allowed to overwhelm the words used. Courts
cannot use evidence of context to deviate from the text so as
to effectively create a new agreement.6
(d) The admissible evidence of context is objective evidence of the
facts that were known or reasonably ought to have been
known to both parties at the time the contract was formed. It
does not include the subjective intentions each of the parties.7
(e) The parol evidence rule remains good law. This is the rule
that precludes admission of evidence outside the words of
the written contract that would add to, subtract from, vary
or contradict a contract that has been wholly reduced to
 In Bhasin, the court affirmed that there is a general
organizing principle of good faith performance in Canadian contract law. All contracts contain a general duty to act honestly in
the performance of contractual obligations but this duty does not
in and of itself create new rights nor does it elevate contractual
duties to fiduciary duties.
 This is important. The plaintiff argued strongly that the
defendant was under a fiduciary obligation because it was a rela-
tionship of trust and Robert had undertaken to protect Ronald’s
interests. Ronald also relied upon the contra preferentem doctrine
v. Northbridge Indemnity Insurance Co.,  2 S.C.R. 23,  S.C.J.
No. 37, 2016 SCC 37, which has no application to the present case.
5 Ibid., at para. 47.
6 Ibid., at para. 57.
7 Ibid., at paras. 58 and 60.
8 Ibid., at para. 59.