such relocation is necessary to alter or improve any highway or
municipal work, and provides for cost sharing. The applicable
paragraphs are as follows:
(a) If in the course of constructing, reconstructing, changing, altering or
improving any highway or any municipal works, [Norwich] deems that
it is necessary to take up, remove or change the location of any part of
the gas system, [Union] shall, upon notice to do so, remove and/or relo-
cate within a reasonable period of time such part of the gas system to a
location approved by the Engineer/Road Superintendent.
(d) The total relocation costs as calculated above [described in detail in
paragraph (c)] shall be paid 35% by [Norwich] and 65% by [Union]
except [an exception follows that does not apply here.]
 Section 13 of the franchise agreement provides:
The Agreement is subject to the provisions of all regulating statutes and all
municipal by-laws of general application, except by-laws which have the
effect of amending this Agreement.
 Norwich did not pay Union’s invoice. The work proceeded,
and Union brought an application to the Superior Court to
determine the rights of the parties.
Decision of the Application Judge
 The application judge characterized the issue as whether
Union’s gas pipeline relocation costs fell within the scope of the
franchise agreement or s. 26 of the Act.
 The application judge characterized the Act as “a complete and comprehensive code” dealing with drainage works.
He considered the definition of “drainage works” as including
“a drain constructed by any means” and he interpreted the Act
as allowing either municipalities or utilities to reconstruct portions of existing gas pipelines. He concluded that moving gas
pipelines would fall within the broad definition of “drainage
works”, and that this cost would accordingly be subject to the
cost-sharing mechanism of s. 26 of the Act. He considered that it
was the intent of the Act to defer to the engineer’s report regarding cost allocation, and that Union was subject to the assessment, which it had not appealed.
 The application judge concluded that the franchise
agreement did not “oust or override” the provisions of the Act.
He referred to Seidel v. Telus Communications Inc., 
1 S.C.R. 531,  S.C.J. No. 15, 2011 SCC 15, at para. 91, citing Brand v. National Life Assurance Co.,  M.J. No. 41,
44 D.L.R. 412 (K.B.), at para. 15, as authority that “no mere
contract inter partes can take away that which the law has