dismissing the action with prejudice and without costs upon Automodular’s
receipt of the settlement funds.
We also confirm you will send a joint email to commercial list inbox and
Justice Conway’s assistant that the action has settled. If attendance will be
required Tuesday morning please let us know.
 Plaintiff’s counsel then wrote to the Commercial List
Office advising of the settlement. The trial did not proceed.
 On February 27, 2018, GM’s counsel sent minutes of settlement to the plaintiff that tracked the language of the settlement e-mails (in particular, making no mention of HST), but
adding the wire transfer coordinates provided by the plaintiff for
 Automodular responded that they were happy to document
the settlement by way of minutes of settlement, but added
“Automodular’s tax advisors have advised that the $7 million
payment from GM is subject to HST and we have therefore
amended your proposed Minutes of Settlement to reflect that”.
This is the first time the issue of HST appears to have been raised
by either party.
 Things fell apart. This motion resulted.
Issues to be Decided
 Neither party took the position that there was no meeting
of the minds. Both contended firmly that there was a valid and
binding settlement and they wished to see it completed as soon as
possible. They just disagreed about whether the amount GM was
required to pay was $7 million being the figure that the parties
actually discussed and communicated to each other or $7,910,000
being the $7 million figure grossed up to include HST. The defendants’ solicitors were in funds and able to complete the settlement
(at least by their clients’ lights) immediately.
 The narrow issue before me was whether I can conclude
that there was an implied term of the settlement that GM would
pay HST over and above the $7 million settlement amount.
Analysis and Discussion
 Section 165(1) of the Excise Tax Act, R.S.C. 1985, c. E-15
(“ETA”) requires “every recipient of a taxable supply” to pay the
tax. A “supply” means the “provision of property or a service in
any manner” while “service” means “anything other than property . . .”. The phrase “taxable supply” means a “supply that is
made in the course of a commercial activity”.
 The settlement agreement includes a dismissal of all
claims made or which could have been made in the action being