The extent to which evidence beyond the words of a contract can be used to determine meaning

SeaWorld Parks & Entertainment LLC v. Marineland of Canada Inc., 2011 ONCA 616 deals with the custody of a killer whale called Ikaika. The court considered the extent to which extrinsic evidence can be considered in contractual interpretation. The court held:


[16]         The context for these issues is the extent to which evidence beyond the words of a contract can be used to determine its meaning.  There is no dispute between the parties that where the words of a contract are clear and unambiguous, extrinsic evidence cannot be used to alter their meaning.  Ambiguity is required before that is permitted.  See: Eli Lily and Co. v. Novopharm Ltd. (1998), 2 S.C.R. 129 at para. 55.  At the same time, consideration of the circumstances in which the contract was made is part of the interpretive process.  This factual matrix is relevant not to alter the meaning of clear and unambiguous language but to assist the court "to determine the meaning of the contract against its objective contextual scene", in the words of Lord Justice Steyn as adopted in this court in Dumbrell v. Regional Group of Companies (2007), 85 O.R. 3rd (616) (Ont. C.A.).  The parties take no issue with the application judge's finding of fact that the Florida law concerning contractual interpretation is the same as that of Ontario.