



COURT OF APPEAL FOR ONTARIO

CITATION:
Canadian
    Faces Inc. v. Cosmetic Manufacturers Inc., 2012 ONCA 787

DATE: 20121119

DOCKET: C54566

OConnor A.C.J.O., Simmons and Rouleau JJ.A.

BETWEEN

Canadian Faces Inc., a body corporate

Plaintiff (Defendant to the Counterclaim) (Respondent)

and

Cosmetic Manufacturers Inc., a body corporate

Defendant (Plaintiff by Counterclaim) (Appellant)

James C. Morton, for the appellant

Jane ONeill, for the respondent

Heard and released orally:  November 8, 2012

On appeal from the judgment of Justice B.A. Allen of the
    Superior Court of Justice, dated October 18, 2011.

ENDORSEMENT

[1]

In our view, it was open to the trial judge to imply a term into the
    agreement that the appellant undertook to enter into a contract with QVC UK to provide
    QVC with the respondents products to be aired on the Shopping Channel.

[2]

We note that there was reference to such an agreement with QVC in the
    recitals to the agreement and, more importantly, in the operative terms of the
    agreement.  As the trial judge said, the agreement made no practical sense
    unless such a term was implied.  In the circumstances, we do not think that the
    entire agreement clause precluded the inclusion by implication of this provision
    into the agreement.

[3]

Finally, we note that the trial judge could have reached the same result
    by simply interpreting the provisions of the agreement in accordance with the
    reasonable objective intention of the parties.

[4]

In the result, the appeal is dismissed.

[5]

Costs to the respondent fixed in the amount of $11,500, inclusive of all
    applicable taxes.

D. OConnor A.C.J.O.

Janet Simmons J.A.

Paul Rouleau J.A.


