Law Book, 1993): “A reasonable expectation need not mean that all the implications must be spelled out in the mind of the promisee. All promises, even
those we call express promises, contain elements of implication.” In addition,
a settlement agreement must be read as a whole in order to give effect to the
reasonable expectations of the parties.
 The defendants cited the even more concise formulation of
the Court of Appeal in Adamson v. Steed,  O.J. No. 1835,
2008 ONCA 375 on the issue of implied terms (at para. 4):
The third argument urges the court to imply a term into the agreement . . .
The standard for implying a term into a contract is very high. Courts
will not rewrite contracts to reflect changed circumstances or more equita-
ble results. The court will imply a term where it is necessary to give the
agreement efficacy by avoiding the undermining of the very rationale for
entering into the agreement: Murray v. Murray,  O.J. 3563, para. 33
 I see no conflict between the two formulations suggested
and I view both as expressing well-established propositions of law.
That being said, I do not view Adamson as purporting to provide
an exhaustive review of all of the circumstances in which a term
will be implied into a contract even if it does provide the general
principles applicable here.
 Both sides were at great pains to urge upon me the reasonableness of their position and the unreasonableness of the
 For the plaintiff, the settlement and plans for distribution
of it were announced to shareholders by press release without
reference to the payment of unrecoverable HST. By contrast, the
plaintiff says that GM Canada as a manufacturer is a net collector
of HST and will thus be able to pass along 100 per cent of the
HST that it would be required to pay under the term the plaintiff
seeks to imply into the settlement agreement.
 The defendants for their part claim that there is risk that
CRA might take the position that the higher HST amount
($910,000 instead of $805, 310) would not be deductible as a valid
input tax credit. The defendants submit that only the CRA can
accept or reject input tax credits and disputes if any arising fall
within the jurisdiction of the Tax Court of Canada.
 None of these arguments carries much weight on the
narrow question before me.
 The defendants’ fear of an adverse ruling by CRA is
a straw man. The terms of the settlement agreement are for me
to determine; the tax implications of my decision are for CRA to
determine. There is no risk of conflicting decisions.
 The defendants bear no responsibility for the public
statements made by the plaintiff to its own shareholders or the
expectations these statements may have raised in those quarters