Key Points:

A. Overview:

• Kinross is a global gold mining company operating mines in Nevada.
• Cyanco supplies sodium cyanide, a crucial chemical in gold mining.

B. The Dispute:

• Kinross sought to procure solid sodium cyanide for its mines, prompting Cyanco to claim its contractual right to be the sole supplier of liquid sodium cyanide.
• Kinross filed for a declaration that the contract covered only liquid sodium cyanide, not solid.

C. The Trial Judge’s Reasons:

• Decision: The trial judge ruled in favor of Cyanco, obligating Kinross to purchase exclusively from Cyanco.
• Interpretation: The term "Product" included all forms of liquid sodium cyanide, not just specific concentrations.

D. Issues on Appeal:

1. Misinterpretation of "liquid sodium cyanide."
2. Ignoring surrounding circumstances.
3. Failing to consider related contracts.
4. Misapplying commercial reasonableness.

E. Analysis:

• Standard of Review: Based on mixed fact and law, reviewed for palpable and overriding error.

1. Consistent Meaning: The trial judge properly interpreted "liquid sodium cyanide" to include various concentrations.
2. Surrounding Circumstances: The judge considered all evidence and surrounding circumstances.
3. Related Contracts: The contracts involved different entities and had an “entire agreement” clause.
4. Commercial Reasonableness: The judge assessed reasonableness objectively, considering both parties' perspectives.

F. Disposition:

• The appeal was dismissed.
• Costs: The respondent was awarded $150,000 in costs.

This case highlights the importance of precise contractual language and the consideration of industry practices and surrounding circumstances in contractual disputes.