Mining Companies – Commercial Contracts and Unjust Enrichment

Ron McCloskey and Sara Beheshti recently finished a trial in which they represented a Canadian publicly traded mining company in a contractual dispute raising issues of breach of contract and unjust enrichment.  The claim arose out of the financing arrangements for the development of mining properties in Mexico.  The court had to grapple with the intersection of contract law and claims based on unjust enrichment, complicated by extensive parol evidence as to the intentions of the parties.  In the end, the court held that the parties, both sophisticated corporate entities, should be taken to have intended to reduce all their rights and obligations to their written contract which the court had to interpret without reference to the extensive negotiations reflecting the intentions of the parties.  On this basis, the court excluded claims for unjust enrichment, applying the Supreme Court of Canada decision in Peter Kiewit.