Background:
ID Inc. entered into a Sale and Maintenance Agreement (SMA) with the Toronto Wholesale Produce Association (TWPA) to digitize a billboard at the Ontario Food Terminal. The agreement required ID Inc. to obtain a permit within 360 days. Disputes arose when the project stalled, and TWPA engaged another company.

Key Issues on Appeal:

1. Breach of Contract:

   • The trial judge found TWPA breached the SMA by hiring another company.
   • The Court of Appeal reversed, holding the SMA expired when ID Inc. failed to secure the permit within the agreed timeline. The court rejected any “fault” concept in interpreting the contract.

2. Waiver:

   • The appellate court found no clear intention by TWPA to waive the time limit, contrary to the trial judge’s conclusion.

3. Estoppel:

   • The court held there was no evidence of a shared assumption to extend the timeline, rejecting the trial judge’s reliance on estoppel.

4. Interest Award:

   • The trial judge improperly awarded contractual interest not specifically pleaded by ID Inc., violating procedural rules.

Cross-Appeal:
ID Inc.’s claim of an oral agreement with TWPA was dismissed. The appellate court found no evidence of a binding agreement.

Conclusion:
The Court of Appeal dismissed ID Inc.’s claims and cross-appeal, ruling the SMA expired as written. TWPA was awarded costs for the trial and appeal.