Background: Tolko Marketing and Sales Ltd. ("Tolko"), based in Vernon, BC, manufactured oriented strand board (OSB) and had a business relationship with Igloo Building Supplies Group Ltd. ("Igloo"), based in Edmonton, AB, since 2003. Tolko sued Igloo for breach of contract related to agreements for the sale and purchase of OSB in 2021.

Legal Arguments/Issues: Tolko argued that a binding contract existed, allowing Igloo to purchase any combination of OSB types and that failure to supply the requested mix would result in a breach. Igloo contended that the contract was not formed without an agreement on specific OSB types and quantities, rendering it void for uncertainty. Both parties acknowledged an intention to create legal relations but differed on the certainty and enforceability of the contract terms.

Held: The court reviewed principles of contractual interpretation and relevant case law, including Oswald v. Start Up SRL and Bidell Equipment LP v. Caliber Midstream GP LLC. The court determined that the agreement had sufficient certainty to constitute a binding contract. The court rejected Igloo's argument of voidness due to uncertainty, affirming that the essential terms were agreed upon.

Costs/Damages Awarded: Tolko was awarded $1,466,730.40 in damages for the breach of contract, plus costs.