Background:

• TEC sought $150,000 in bridge financing from JPM in 2017 to sustain operations until a sister company, Artex Environment Corporation, was sold.
• A loan agreement, signed by Blanchard as TEC’s President, described him as the personal guarantor. This included a general security agreement registered under Ontario’s Personal Property Security Act.
• Further advances were made in 2018 without new guarantees or a discharge of the original one. Blanchard argued that his guarantee was limited to the first loan.

Trial Court Decision:

• The court ruled the guarantee was “continuing,” covering all advances.
• Judgment was awarded to JPM for $1.1 million plus interest and costs.

Appeal Arguments:

• Blanchard contested the interpretation, claiming the guarantee wasn’t continuing.

Court of Appeal Decision:

• The appeal was dismissed.
• The court upheld the trial judge’s interpretation, citing principles from Sattva Capital Corp. v. Creston Moly Corp. and Earthco Soil Mixtures Inc. v. Pine Valley Enterprises Inc.:
  • Contractual intention is determined by examining the agreement’s language and surrounding context.
  • A “continuing guarantee” requires no specific formalities unless ambiguity arises, which wasn’t found here.
• The court found no errors in the trial judge’s reliance on factual circumstances or inferences drawn from the agreements.

Outcome:

• Blanchard remains liable as guarantor for the full amount.
• Costs of $24,000 were awarded to JPM.