Key Points: - The contract language was interpreted as not requiring a certificate of payment from the Employer before the Defendant’s payment obligation arises. (!) (!) - The court held that the conditional payment provision (back-to-back payment dependent on employer payment) is void under CIPAA 35(1) and (2)(a). (!) (!) - The court applied contra proferentem, interpreting clauses against the drafter (the Defendant) to find payment liability without third-party certification. (!) (!) - The Plaintiff is entitled to payment based on completion of services and contract terms, independent of external third-party approvals. (!) (!) - The contract did not specify a time for payment; the defendant was obligated to pay within a reasonable time under s 47 CA, and breached by delaying. (!) (!) (!) - Summary judgment was upheld, and the defendant’s appeal dismissed with costs. (!) (!) - The defendant’s estoppel and malice arguments were considered and rejected to negate payment obligations. (!) (!)

What is the validity of conditional payment provisions under CIPAA in a construction consultancy contract?

What is the effect of contra proferentem on interpreting contract clauses concerning payment obligations in this case?

What is the proper basis for payment to the plaintiff under the contract when payment is not tied to third-party certification or current employer payment?