Supreme Court of Canada
Carman Construction Ltd. v. Canadian Pacific Railway Co., [1982] 1 S.C.R. 958
Date: 1982-06-23
Carman Construction Limited (Plaintiff) Appellant;
and
Canadian Pacific Railway Company and CP Rail (Defendants) Respondents.
File No.: 16745.
1981: November 12; 1982: June 23.
Present: Laskin C.J. and Martland, Ritchie, Dickson, Beetz, Estey, Mclntyre, Chouinard and Lamer JJ.
ON APPEAL FROM THE COURT OF APPEAL FOR ONTARIO.
Contracts—Collateral warranty—Information about project sought and received from C.P.R. employee inaccurate—Work more substantial than indicated—Written contract excluding appellant’s reliance on such information—Whether or not damages recoverable for breach of collateral warranty.
Torts—Negligent misrepresentation—Information sought and received from C.P.R. employee inaccurate—Work more substantial than indicated—Written contract excluding reliance on such information—Whether or not damages recoverable.
Appellant contracted to construct a railway siding for C.P.R. Although the bidding documents required that the tenderer be acquainted with all conditions affecting the tender, appellant sought information from a C.P.R. employee authorized to give out that information. The construction contract included a clause that appellant did not rely on any statement or information made to it in relation to any work by C.P.R. In mid-project, appellant learned that excavations required were substantially more than first estimated. C.P.R. refused appellant’s demand for an additional payment. Appellant sought damages from C.P.R. (a) in contract, for breach of collateral warranty, and (b) in tort, for negligent misrepresentation.
Held: The appeal should be dismissed.
The existence of clause 3.1, which provided that Carman did not rely on any information or statement made to it in relation to the work by C.P.R., precluded any finding of the existence of a collateral warranty. A
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collateral agreement cannot be established where it is inconsistent with or contradicts the written agreement. Even apart from clause 3.1, the intent to make a collateral warranty was not proved. Further, there was no express warranty, or, in view of the uncertainty of the source of the information relied on, no implied warranty on the part of C.P.R.
Clause 3.1 established that C.P.R. assumed no duty of care in respect of information provided by the employee. A claim in negligence will not arise in the absence of a duty of care.
Heilbut, Symons & Co. v. Buckleton, [1913] A.C. 30; Hawrish v. Bank of Montreal, [1969] S.C.R. 515; Bauer v. Bank of Montreal, [1980] 2 S.C.R. 102; Hedley Byrne & Co., Ltd. v. Heller & Partners, Ltd., [1964] A.C. 465; applied; Esso Petroleum Co. Ltd. v. Mardon, [1976] 2 All E.R. 5, distinguished.
APPEAL from a judgment of the Ontario Court of Appeal (1981), 33 O.R. (2d) 472, 124 D.L.R. (3d) 680, dismissing an appeal from the judgment of Griffith J. Appeal dismissed.
Ian Scott, Q.C., and S.M. Grant, for the appellant.
Katharine F. Braid, for the respondents.
The judgment of the Court was delivered by
MARTLAND J.—The appellant, Carman Construction Limited (“Carman”), carries on the business of heavy construction and, in particular, the excavation of rock. In August, 1977, the respondent, Canadian Pacific Railway Company (“C.P.R.”), wished to widen a railway siding beside a stretch of railway near Rutter, Ontario. Mr. Johnson, the division engineer of C.P.R. at Sudbury, was authorized by his superiors to invite tenders for the rock excavation. On September 6, 1977, Carman received from C.P.R. a tender package which contained a letter of invitation to bid, printed instructions to bidders, a blank proposal form, a specimen form of the contract ultimately to be entered into with the successful bidder and a site plan. Carman was one of four contractors to receive the package. The material required that the tender be submitted by 10 a.m. Friday, September 9, 1977. This was found by the
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trial judge to be an unusually short period of time in which to prepare a bid.
The tender package did not disclose the quantity of rock to be removed. Mr. Fielding, Vice President and General Manager of Carman, testified that normally this information could be obtained in one of two ways; either the owner would supply the information when inviting tenders, or the contractor at its expense would engage a consulting engineer to carry out an investigation. In this case, however, Fielding maintained that there was not enough time to have a consulting firm undertake such an investigation. Fielding and a fellow employee of Carman visited the site on September 7, 1977, where they made a visual examination and took some random measurements. They observed that approximately 25% of the length of the area to be excavated was covered with “overburden”, i.e. the surface soil or rubble covering the rock.
In August of 1977 a technician employed by C.P.R. had carried out a survey of the proposed siding. His survey was based on a cross section then estimated to be 2,500 feet in length, instead of the 2,950 feet to be contracted for. As a result of this survey, the quantity of rock to be removed was estimated at approximately 7,000 cubic yards.
On the afternoon of September 7, 1977, Fielding visited C.P.R. offices in Sudbury where he discussed the proposed tender with someone in the engineering department. Fielding testified that he told this individual that based on the information available, Carman was unable to submit a price. He was told that there were no soil reports or cross sections available. He then inquired whether C.P.R. had any volume figures, to which the individual in question volunteered a figure of 7,000 to 7,500 cubic yards. On cross-examination, Fielding admitted that he did not know the name of the person who gave him the information, what that person’s position was, or what authority he had. However, the trial judge felt satisfied that it was an employee of C.P.R. authorized to give out such information.
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Carman prepared its bid on the assumption that 7,500 cubic yards of rock were to be removed. On September 9, 1977, Carman submitted its proposal. The contract was for an “upset” price of $109,260 for work and material, including a fee of approximately 20% for profit in the amount of $18,200.
As part of its bid, Carman was required to submit a letter which, under the terms of the proposal, became part of the contract. The concluding paragraph of the letter reads as follows:
We propose to commence work immediately after final acceptance of your department. We estimate 25 working days, depending on block time to drill, blast, and excavate approx. 7500 cu. yds. of rock.
There is no reference in any of the other documents to the quantity of rock to be removed.
Carman’s tender was accepted by letter from C.P.R. dated September 30, 1977, and the formal contract was executed in October. The following clauses of the contract are relevant:
3.1 It is hereby declared and agreed by the Contractor that this Agreement has been entered into by him on his own knowledge respecting the nature and conformation of the ground upon which the work is to be done, the location, character, quality and quantities of the material to be removed, the character of the equipment and facilities needed, the general and local conditions and all other matters which can in any way affect the work under this Agreement, and the Contractor does not rely upon any information given or statement made to him in relation to the work by the Company.
…
5.1.2 The fee payable to the Contractor shall be Eighteen Thousand Two Hundred ($18,200) dollars.
5.1.3 The Contractor hereby guarantees that the cost of the work plus the fee shall not exceed One Hundred and Nine Thousand Two Hundred and Sixty ($109,260) dollars which amount is hereinafter referred to as the upset price.
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Provided however:
(a) In the event that the cost of the work plus the fee is less than the upset price, the Contractor shall be entitled only to payment of such cost plus the fee.
(b) In the event that the cost of the work plus the fee exceeds the upset price the Contractor shall be entitled only to payment of the upset price.
In addition, a document entitled “General Conditions Covering Rock Excavation at Rutter Ontario”, which formed part of the bidding documents, contained the following clause:
4. Familiarity with Site
Each tenderer must make himself personally acquainted with the location of the proposed work, and must inform himself by such means as he may prefer as to all conditions of the site and all other factors which may affect his tender and the performance of the work, and shall not claim at any time after tendering that there was any misunderstanding in regard to conditions at the site or of conditions imposed by the Agreement.
Fielding admitted that he had read the provisions of clause 3.1, which appeared in the draft contract included in the tender package, and which later appeared in the executed contract, before Carman submitted its proposal to C.P.R. Work was commenced on October 17, 1977. On October 24, 1977, C.P.R. sent a letter to Carman indicating its intention to reduce the size of the cut from 26 feet to 23 feet, and to change the depth of the excavation below track level from 2.9 inches to 2.1 inches. The letter requested Carman to “forward…a proposal in writing describing the changes, stating the reduction in the cost of the work and the change in completion date.” No response was received. A second letter dated November 9, 1977, was sent to Carman.
In the meantime, Carman had progressed to a point where the overburden had been removed. On approximately October 29, 1977, a survey was made by an employee of Carman. This survey revealed that substantially more rock was required to be removed than the estimated 7,500 cubic
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yards. Carman sent the following letter to C.P.R. dated November 14, 1977:
As per your letter dated October 24, 1977 and the revised plan H-41-62 dated October 18, 1977, be advised that the original quantity of rock was estimated by your office between 7500—8000 cubic yards to be removed.
Before work was started we were advised that rock cut width was being reduced to dimensions as showing on plan H-41-62, October 18, 1977.
We cross sectioned the original cut on October 29, 1977 and subsequent calculations have indicated a quantity of rock removed to be 7,587.66 cubic yards which is within the quantity estimated for bidding purposes. Therefore our original quoted price will remain unchanged.
Due to severe adverse weather conditions and blocky ground our completion date is revised to December 3, 1977.
On November 22, 1977, a meeting was held of representatives of both companies. Carman explained the results of its survey which showed that the amount of rock required to be removed for the reduced cut would be approximately the same as that estimated for the original contract. Accordingly, Fielding proposed that the original price of $109,260 remain the same for the reduced cut. C.P.R. did not agree to this proposal and advised Carman by letter dated November 29, 1977, as follows:
In view of your letter dated November 14, 1977 in which you advised constructing to the revised cross section as shown on Plan No. H-41-62, revised to October 18, 1977 would not result in any reduction in the cost of the work, please be advised that as was discussed with you on November 22, 1977 no change order will be issued and all work must be constructed in accordance with Plan No. H-41-62 dated September 6th, 1977 in accordance with the covering contract agreement.
Carman elected to continue to work under the terms of the original contract, and work was completed on December 23, 1977. The full amount of the contract price was paid. At the completion of the job, Carman conducted a further survey which revealed that 11,042.5 cubic yards of rock had been removed. On January 11, 1978, Carman submitted an additional claim to C.P.R. requesting
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payment of $32,282.08, the amount required to compensate it for labour and equipment. C.P.R. refused to make this payment and Carman brought an action claiming $32,282.08 plus 20% for its “overrun” fee under the contract.
The case was tried in the Supreme Court of Ontario by Griffiths J. whose decision is reported at (1980), 28 O.R. (2d) 232. He dismissed the action. He was of the opinion that, subject to the provisions of the exemption clause, the ingredients were present to support a claim for breach of warranty of a collateral contract and for negligent misrepresentation. However, he concluded that the presence of clause 3.1, an exemption clause, precluded him from finding in Carman’s favour.
The appeal to the Ontario Court of Appeal was dismissed, Brooke J.A. dissenting. The decision is now reported at (1981), 33 O.R. (2d) 472. Wilson J.A. (as she then was), who delivered the reasons of the majority said:
The majority of the Court sees no reason why in the circumstances of this case the defendant should be precluded from putting forward the non-reliance provisions in the tender documents. The plaintiff was aware of these provisions before it approached the defendant’s employees seeking information as to the quantity of rock to be removed. It knew that this precise matter was dealt with in clear and unambiguous terms in the contract on which it was tendering. Indeed, the provisions were clearly meant for the sole purpose of ensuring that, if prospective bidders got any information on this subject from the defendant’s employees, they would be relying upon it at their own risk. Likewise, the defendant knew that if its employees gave out any information or made an estimate in response to requests from prospective bidders, the risk of the information’s being wrong was not on it but on the bidders who used it. This was the context in which they conducted their business.
This is not, in the view of the majority, a case in which, after making a negligent misrepresentation to the plaintiff in order to induce it to enter into a contract, the terms of which were at the time of the misrepresentation unknown, the defendant thereafter inserts into the con-
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tract an exculpatory clause in order to insulate itself against antecedent tort liability. This is a case in which the plaintiff tendered knowing that in the very contract on which it was tendering it had agreed to assume the risk of using any information obtained by it from the defendant’s employees. There is no basis in these circumstances for the exercise of the Court’s equitable jurisdiction.
Brooke J.A. adopted the trial judge’s findings of breach of collateral warranty and negligent misrepresentation and went on to say:
The quantity of rock to be removed was a vital fact in issue in making the bid and the contract. In the circumstances, the clause relied upon by the company does not apply to the issue of quantity and the representation by the defendant’s authorized representative amounts to a collateral warranty and the defendant is liable on its breach. Further, I agree with the learned trial judge that in the circumstances this was a negligent misrepresentation. The clauses in the contract to which I have referred provide no defence.
At trial it was contended by Carman that its letter to C.P.R., which accompanied its bid, and which formed part of the contract which contained the sentence “We estimate 25 working days, depending on block time to drill, blast and excavate approx. 7500 cu. yds. of rock”, had the effect of making the contract into an agreement to excavate only a specific quantity of rock. This submission was rejected by the trial judge and I agree with him. This argument was never mentioned in either judgment in the Court of Appeal and it was not pressed in this Court.
The submission of the appellant in this Court was that Carman is entitled to recover damages from C.P.R.:
(a) in contract, for breach of a collateral warranty, and
(b) in tort, for negligent misrepresentation.
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Collateral Warranty
A collateral warranty is a contract collateral to the primary agreement. Its existence must be established, as in the case of any other contract, by proof of an intention to contract. In Anson’s Law of Contract (25th ed.), the following passage appears at p. 126:
But all of these factors are at best only secondary guides and they are subsidiary to the main test of contractual intention, that is, whether there is evidence of an intention by one or both parties that there should be contractual liability in respect of the accuracy of the statement. The question therefore is: On the totality of evidence, must the person making the statement be taken to have warranted its accuracy, i.e. promised to make it good? This overriding principle was laid down in Heilbut, Symons & Co. v. Buckleton [[1913] A.C. 30]:
The respondent telephoned the appellants’ agent and said ‘I understand you are bringing out a rubber company’. The reply was ‘We are’. The respondent asked for a prospectus, and was told there were none available. He then asked ‘if it was all right’, and the agent replied ‘We are bringing it out’. On the faith of this, the respondent bought shares which turned out to be of little value. The company was not accurately described as ‘a rubber company’, although this assurance had not been given in bad faith. The respondent claimed damages for breach of contract.
The House of Lords held that no breach of contract had been committed. There had been merely a representation and no warranty. There was no intention on the part of either or both of the parties that there should be a contractual liability in respect of the accuracy of the statement.
In his judgment in that case, Lord Moulton, at p. 47, said this:
It is evident, both on principle and on authority, that there may be a contract the consideration for which is the making of some other contract. “If you will make such and such a contract I will give you one hundred pounds,” is in every sense of the word a complete legal contract. It is collateral to the main contract, but each has an independent existence, and they do not differ in respect of their possessing to the full the character and status of a contract. But such collateral contracts must from their very nature be rare. The effect of a collateral
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contract such as that which I have instanced would be to increase the consideration of the main contract by 100£, and the more natural and usual way of carrying this out would be by so modifying the main contract and not by executing a concurrent and collateral contract. Such collateral contracts, the sole effect of which is to vary or add to the terms of the principal contract, are therefore viewed with suspicion by the law. They must be proved strictly. Not only the terms of such contracts but the existence of an animus contrahendi on the part of all the parties to them must be clearly shewn. Any laxity on these points would enable parties to escape from the full performance of the obligations of contracts unquestionably entered into by them and more especially would have the effect of lessening the authority of written contracts by making it possible to vary them by suggesting the existence of verbal collateral agreements relating to the same subject-matter.
This passage was accepted by this Court as a statement of the law in Hawrish v. Bank of Montreal, [1969] S.C.R. 515, at p. 520.
In my opinion there is no evidence in the present case to establish an intention to warrant the accuracy of the statement made by the C.P.R. employee to Fielding, i.e. no promise to make it good.
The circumstances in which the statement concerning the volume of rock excavation was made to Fielding are described in his evidence, to which some reference has already been made. He visited the C.P.R. offices at Sudbury. The evidence shows that Mr. Johnson, the division engineer, was not present at that time. Fielding’s recollection was that four C.P.R. employees were present, including Mr. Bonguard, who was Johnson’s assistant. The others he described as “just office staff or working in the engineering Department. Their classification I don’t know”.
Fielding testified that he asked for soil reports and cross-sections. The following questions and answers then appear in the transcript:
Q. Yes. Now, when you made that request, what, if anything, was said and by whom?
A. Mr. Bonguard said that their cross-sections were not available and I then stated that if they were
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not available, we would not be able to submit a tender.
Q. Yes?
A. I then asked them if they had a volume themselves of rock excavation; that at that time he volunteered a figure of 7,000, 7,500 cubic yards of rock involved in the contract.
Subsequent evidence disclosed that Bonguard was absent on his holidays on the date in question. On cross-examination, Fielding said that he had assumed one of the men present was Bonguard, whom he did not know at that time. If the information did not emanate from Bonguard, he said, it must have been from one of the men in the engineering office.
There is no evidence from Fielding that any warranty of the accuracy of the information he received was given to him and Carman made no request for such warranty. Certainly there was no express warranty and, in view of the uncertainty as to the source of the information, I do not see how there could be an implied warranty by C.P.R.
Even apart from the provisions of clause 3.1 of the contract, I would have had difficulty in finding that the intent to make a collateral warranty had been proved. The existence of that clause, in the circumstances of this case, precludes any finding of the existence of a collateral warranty.
That clause provided that Carman did not rely upon any information or statement made to it in relation to the work by C.P.R. A copy of the proposed agreement had been received by Carman and Fielding had read clause 3.1 prior to his visit to the C.P.R. offices at Sudbury. He was aware that if Carman tendered successfully and a contract was executed, it would contain clause 3.1. As the majority of the Court of Appeal has said:
The plaintiff was aware of these provisions before it approached the defendant’s employees seeking information as to the quantity of rock to be removed. It knew that this precise matter was dealt with in clear and unambiguous terms in the contract on which it was tendering. Indeed, the provisions were clearly meant for the sole purpose of ensuring that, if prospective bidders got any information on this subject from the defendant’s
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employees, they would be relying upon it at their own risk.
In the light of these circumstances, I do not see how it could be held that a collateral warranty existed as to the volume of rock to be removed.
There is an additional ground for denying the existence of a collateral warranty. Such a warranty, if it existed, would contradict the express terms of the contract as contained in clause 3.1. This Court has held in Hawrish v. Bank of Montreal, (supra), that a collateral agreement cannot be established where it is inconsistent with or contradicts the written agreement.
The Hawrish case was followed on this point by this Court recently in the case of Bauer v. Bank of Montreal, [1980] 2 S.C.R. 102, at p. 113.
The appellant relied heavily on the case of Esso Petroleum Co. Ltd. v. Mardon, [1976] 2 All E.R. 5. In that case Esso sued for possession of premises, rent in arrears and mesne profits under a lease by it to Mardon of a service station. Mardon counterclaimed for damages on the ground that Esso had induced him to enter into the lease by falsely representing the potential sales capacity of the service station. It was found as a fact that the estimates given to Mardon by Esso had been made negligently, that they had been given to him to induce him to enter into the lease and that he had been induced to do so because of the estimates. The Court of Appeal found, on the evidence, that there was a warranty that the forecast was sound.
Apart from a number of factual differences between that case and the present one, the essential difference is that in the Esso case the lease agreement did not contain any provision similar to clause 3.1 of the agreement in this case.
For these reasons, it is my opinion that the claim of Carman for damages for breach of a collateral warranty fails.
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Negligent Misrepresentation
The appellant also founded its claim on the basis of negligent misrepresentation as defined in the principles laid down by the House of Lords in Hedley Byrne & Co., Ltd. v. Heller & Partners, Ltd., [1964] A.C. 465, [1963] 2 All E.R. 575. Those principles are summarized in the headnote to the report of the case in the All England Reports, as follows:
If, in the ordinary course of business or professional affairs, a person seeks information or advice from another, who is not under contractual or fiduciary obligation to give the information or advice, in circumstances in which a reasonable man so asked would know that he was being trusted, or that his skill or judgment was being relied on, and the person asked chooses to give the information or advice without clearly so qualifying his answer as to show that he does not accept responsibility, then the person replying accepts a legal duty to exercise such care as the circumstances require in making his reply; and for a failure to exercise that care an action for negligence will lie if damage results…
The facts in that case were that the appellants were advertising agents who had placed forward advertising orders for a company, on terms by which the appellants were personally liable for the cost of the orders. They asked their bankers to inquire into the company’s financial stability. The bankers made inquiry of the respondents, who were the company’s bankers. The first request was by telephone. A note of the conversation made by the respondents and accepted as accurate said: “They wanted to know in confidence, and without responsibility on our part, the respectability and standing of Easipower, Ltd.”.
At a later date, the bankers made a further similar inquiry, in writing, asking “whether you consider them trustworthy, in the way of business, to the extent of £100,000 per annum advertising contract”. The respondents’ reply was headed “CONFIDENTIAL” and said: “For your private use and without responsibility on the part of the bank or its officials.” It stated, inter alia, that E.
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Ltd. was a “Respectably constituted company, considered good for its ordinary business engagements. Your figures are larger than we are accustomed to see.”
The bank communicated these replies to its customers. The appellants relied on the information. They lost over £17,000 when Easipower went into liquidation. They sued the respondents for negligent misrepresentation.
The House of Lords decided that while the circumstances might have given rise to a duty of care, in the absence of the disclaimers, the disclaimer of responsibility precluded the implication of such duty.
In the course of his reasons, Lord Reid said at p. 486 of the Appeal Cases:
A reasonable man, knowing that he was being trusted or that his skill and judgment were being relied on, would, I think, have three courses open to him. He could keep silent or decline to give the information or advice sought: or he could give an answer with a clear qualification that he accepted no responsibility for it or that it was given without that reflection or inquiry which a careful answer would require: or he could simply answer without any such qualification. If he chooses to adopt the last course he must, I think, be held to have accepted some responsibility for his answer being given carefully, or to have accepted a relationship with the inquirer which requires him to exercise such care as the circumstances require.
Lord Hodson said at p. 511:
Was there, then, a special relationship here? I cannot exclude from consideration the actual terms in which the reference was given and I cannot see how the appellants can get over the difficulty which these words put in their way. They cannot say that the respondents are seeking, as it were, to contract out of their duty by the use of language which is insufficient for the purpose, if the truth of the matter is that the respondents never assumed a duty of care nor was such a duty imposed upon them.
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At p. 533 Lord Devlin said:
A man cannot be said voluntarily to be undertaking a responsibility if at the very moment when he is said to be accepting it he declares that in fact he is not. The problem of reconciling words of exemption with the existence of a duty arises only when a party is claiming exemption from a responsibility which he has already undertaken or which he is contracting to undertake.
Finally, Lord Pearce said, at p. 540:
But in any event they clearly prevent a special relationship from arising. They are part of the material from which one deduces whether a duty of care and a liability for negligence was assumed. If both parties say expressly (in a case where neither is deliberately taking advantage of the other) that there shall be no liability, I do not find it possible to say that a liability was assumed.
In the Hedley Byrne case the decision was that the disclaimer of responsibility for the persons alleged to be liable for negligent misrepresentation, communicated to the other party, excluded the assumption of a duty of care. I regard the wording of clause 3.1 of the agreement as having the like effect. The judgment at trial dealt with the situation on the basis that negligent misrepresentation had been established, but that clause 3.1 was an exemption clause which exempted C.P.R. from liability. In the circumstances of this case, I would prefer to regard the clause as establishing that C.P.R. did not assume any duty of care, and a claim in negligence will not arise in the absence of a duty of care.
I reach this conclusion in the light of the facts to which I have already referred in dealing with the issue of collateral warranty. Carman was made aware, when Fielding received the tender documents, and read and understood clause 3.1, that if it entered into an agreement with C.P.R. it was doing so on its own knowledge as to the quantities of material to be removed and that it would not rely upon any information or statement made to it by C.P.R. in relation to the work. Fielding was aware of this when he sought information from a C.P.R. employee. He knew that if information was
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obtained, Carman would be relying upon it at its own risk. In my opinion, on the facts of this case, a duty of care on the part of C.P.R. in respect of information provided by its employee never arose provided the information was given honestly. The trial judge has found that the misrepresentation made to Carman was made innocently without intent to defraud.
There was a good deal of argument submitted with respect to contractual provisions exempting a tort-feasor from liability for negligence. As I have already indicated, I do not regard s. 3.1 as being a clause exempting from liability. It is what the Court of Appeal described as a non-reliance provision, the effect of which was to prevent liability arising on the part of C.P.R. in respect of statements made or information given by its employees.
In my opinion Carman’s claim based on negligent misrepresentation was properly dismissed.
I would dismiss this appeal with costs.
Appeal dismissed with costs.
Solicitors for the appellant: Cameron, Brewin & Scott, Toronto.
Solicitor for the respondents: Katharine F. Braid, Toronto.
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