Subcontract’s termination for convenience clause. That section,
s. 17.4, provided for a payment to Siemens calculated as follows:
[Siemens] shall receive payment for the last milestone preceding the termination plus the lesser of (a) a time and materials rate of $1450 per person (not
to exceed 12 people) per day for each day of Data Conversion Services provided following the last completed milestone until the effective date of the
termination, plus a one time charge of $50,000 and (b) the amount due at
the next milestone, had the Data Conversion Services not been terminated.
 Sapient had argued that under the termination for convenience clause Siemens was entitled to damages of $622,725.
Siemens disagreed. It submitted that s. 17.4 entitled it to an
additional $437,000, representing the payment due for the last
milestone preceding termination. As put by the trial judge, the
dispute was “what is meant by the words ‘for the last milestone
preceding termination’ in Section 17.4”.
 The trial judge accepted Siemens’ submission that it was
entitled to an additional $437,000. He stated, at paras. 336 to
The plain language of the words in that Section provides that Sapient must
pay Siemens for the last milestone preceding the termination in the event of
termination. Significantly, the words do not provide that payment in respect
of the last milestone is only to be made if it has not yet been paid.
Further, it is reasonable to conclude that at the time the termination for
convenience provision is invoked, Sapient’s obligation to pay the previous
milestone would have already crystallized and been paid. Consequently, the
provision in Section 17.4 to pay for the last milestone preceding termination
is not to ensure that Siemens was paid for that previous milestone but
rather to provide an additional level of compensation to Siemens given
that termination was for convenience and not cause.
I conclude, therefore, that Section 17.4 requires Sapient to pay to Siemens
the amount owing for the last milestone preceding termination regardless of
whether that amount has already been paid, together with the lesser of the
two amounts set out for services since the last completed milestone.
 The trial judge concluded Siemens would be entitled
under s. 17.4 to damages for breach of the DC services in the
amount of $1,059,725 — the undisputed $622,725, plus an additional $437,000.
B. The positions of the parties
 Sapient submits the trial judge interpreted the formula in
s. 17.4 in a commercially absurd manner. Under his interpretation, Siemens would be entitled to a payment of $437,000
“for the last milestone preceding the termination” even though it
already had received payment for that milestone. According to
Sapient, where a contract provides that a party “‘shall receive