The Ontario Superior Court’s recent decision in Target Park Inc. v. Crown Property Management Inc., 2026 ONSC 1474, is being read by litigators as a tidy reminder about the narrowness of statutory arbitration appeals. For transactional counsel, however, the more useful lessons sit upstream, in the drafting decisions that produced the dispute in the first place.

The Pandemic Parking Lot

The fact pattern is familiar to anyone who lived through the pandemic. A parking operator, Target, took over a Yonge Street lot for its property manager, Crown, under a three-year commercial contract. The contract guaranteed Crown a minimum monthly rent of $35,671 plus HST and a sixty-five percent share of net revenue above that floor. When Covid emptied office towers, Target unilaterally reduced its payments and later argued the contract’s force majeure clause justified a pro rata rent reduction. The arbitrator ordered Target to pay Crown $201,243 in damages, and Justice Dietrich dismissed Target’s appeal.

The Clause and Its Silent Mechanics

The clause itself is worth closer examination. It provided that if Target was prevented from operating or its parking sales were interrupted by reasons beyond its reasonable control for more than five days in any thirty-day period, the rent would be reduced on a pro rata basis against the period of interruption. Pandemics were explicitly named as a covered event. The arbitrator and the appellate court rejected Target’s reading for three reasons. First, Target was never actually prevented from operating because it continued to collect parking fees throughout the relevant period. Second,      reduced revenue was not clearly an interruption of sales; and. Third, Target had never invoked the clause contemporaneously, never communicated with Crown about the alleged force majeure event, and never agreed on a reduction formula. Although the clause did not expressly require notice, the arbitrator found that contemporaneous invocation was practically required for its operation, and Justice Dietrich endorsed that reading as a permissible application of the interpretive principles in Sattva Capital Corp. v Creston Moly Corp.

Unsigned Contracts and the Set-Off Defense

The Contract was never signed by Crown, although the parties accepted that it governed their relationship. Nothing turned on that here, but it is a reminder of how often counterparties operate under unsigned drafts and then litigate the contents two years later. Target also tried to argue equitable set-off on the basis that Crown had refused to permit a parking gate system, overnight hours, and improved signage that Target said were essential to maximizing revenue. The arbitrator found those alleged obligations were nowhere in the Contract and the set-off      defence collapsed. If operational commitments by the landlord or counterparty are material to your client’s economics, put them in the four corners of the agreement, with deliverables and timelines.

Arbitration Appeal Scope

The parties had agreed to waive all appeal rights except those preserved by section 45(1) of the Arbitration Act, 1991, which permits appeals on questions of law alone, with leave. That meant the Court could not revisit the arbitrator’s factual findings on whether parking sales were truly interrupted, and a functional and contextual reading of the award was enough to insulate the arbitrator’s reasoning. When negotiating dispute resolution clauses, advise clients candidly that a typical Ontario arbitration clause leaves only a narrow appellate window.

Takeaways for Transactional Counsel

1. Draft force majeure clauses with operational precision, including defined triggers, a measurable threshold (such as a percentage drop in revenue or a government order of a specified type), a calculation formula, and a mandatory notice mechanism.
2. Counsel clients to invoke such clauses in writing the moment the triggering event occurs rather than recalculating rent quietly and explaining later.
3. Get every material operational commitment into the signed contract. Oral or pre-contractual understandings will not survive an equitable set-off analysis.
4. Calibrate arbitration clauses with the section 45(1) default in mind. If broader review matters, the agreement must expressly provide for appeals on fact or mixed fact and law.