‘Measure Once, Cut Twice’: Weyerhaeuser Company Ltd. v. Ontario (Attorney General) and the Interpretation of Indemnities
Bibliographic record
Abstract
While indemnity clauses historically have been understood as a means of allocating risk associated with third party claims against one of the parties to a contract, parties occasionally design these clauses to address direct claims between them as well. In Weyerhaeuser Company Ltd. v. Ontario (Attorney General), the Court of Appeal for Ontario sought to determine under what circumstances an indemnity clause should be read as covering both direct and third party claims. Canadian case law on this matter is sparse, making a review of case law in comparable jurisdictions potentially instructive. The court did not review this case law, but instead applied its own approach emphasizing the “plain meaning” of the words used in the indemnity. The court reasoned that, if an indemnity states that it covers “all” claims, that must mean that it covers direct claims as well as third party claims. This article undertakes the comparative review that is missing from Weyerhaeuser, and finds that England and Wales, Australia, and the overwhelming majority of U.S. states emphasize the indemnity clause’s structural and factual context: under this prevailing approach, “all claims,” read in context, may simply mean “all third party claims.” For so long as it remains good law, the idiosyncratic approach taken in Weyerhaeuser should concern commercial parties and their counsel, who will need to exercise care to draft indemnities governed by Ontario law in a way that reflects the Weyerhaeuser interpretive approach, rather than that applied in other common law jurisdictions.
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How this classification was reachedexpand
Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.002 | 0.000 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.000 | 0.000 |
| Science and technology studies | 0.001 | 0.001 |
| Scholarly communication | 0.000 | 0.000 |
| Open science | 0.000 | 0.000 |
| Research integrity | 0.000 | 0.001 |
| Insufficient payload (model declined to judge) | 0.000 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one teacher head, not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".